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<SEC-DOCUMENT>0000950168-03-001259.txt : 20030410
<SEC-HEADER>0000950168-03-001259.hdr.sgml : 20030410
<ACCEPTANCE-DATETIME>20030410171915
ACCESSION NUMBER:		0000950168-03-001259
CONFORMED SUBMISSION TYPE:	S-4/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20030410

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NCR CORP
		CENTRAL INDEX KEY:			0000070866
		STANDARD INDUSTRIAL CLASSIFICATION:	CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
		IRS NUMBER:				310387920
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-99095
		FILM NUMBER:		03646046

	BUSINESS ADDRESS:	
		STREET 1:		1700 S PATTERSON BLVD
		STREET 2:		CORP POLICIES WHQ-3
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45479
		BUSINESS PHONE:		9374455000

	MAIL ADDRESS:	
		STREET 1:		1700 S PATTERSON BLVD
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NATIONAL CASH REGISTER CO
		DATE OF NAME CHANGE:	19740617
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<FILENAME>ds4a.txt
<DESCRIPTION>AMENDMENT #2 TO FORM S-4
<TEXT>
<PAGE>


    As filed with the Securities and Exchange Commission on April 10, 2003

                                                     Registration No. 333-99095
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------


                                AMENDMENT NO. 2

                                      TO
                                   FORM S-4
                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933

                               -----------------

                                NCR CORPORATION
            (Exact name of Registrant as specified in its charter)

                               -----------------

<TABLE>
<S>                        <C>                        <C>
        Maryland                     3578                    31-0387920
     (State or other           (Primary Standard          (I.R.S. Employer
      jurisdiction                Industrial             Identification No.)
   of incorporation or        Classification Code
      organization)                 Number)
</TABLE>

                               -----------------

<TABLE>
<S>                                                           <C>
                                                                                  Jonathan S. Hoak
                                                                      Senior Vice President and General Counsel
                                                                                   NCR Corporation
                 1700 South Patterson Blvd.                                  1700 South Patterson Blvd.
                     Dayton, Ohio 45479                                          Dayton, Ohio 45479
                       (937) 445-5000                                              (937) 445-5000
(Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone number,
   area code, of Registrant's principal executive offices)           including area code, of agent for service)

</TABLE>

                                   Copy to:
                                 James R. Doty
                              Baker Botts L.L.P.
                                  The Warner
                        1299 Pennsylvania Avenue, N.W.
                           Washington, DC 20004-2400
                                (202) 639-7700

   Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this Registration
Statement.
   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities
Act"), check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             Proposed         Proposed
                                             maximum          maximum
  Title of each class of      Amount to   offering price     aggregate         Amount of
securities to be registered be registered per share (1)  offering price (1) registration fee
- --------------------------------------------------------------------------------------------
<S>                         <C>           <C>            <C>                <C>
   7.125% Notes due 2009... $300,000,000       100%         $300,000,000        $27,600 (2)
- --------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(f) under the Securities Act.
(2) The fee was paid in connection with the initial filing of the Registration
    Statement on September 3, 2002.

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.



================================================================================

<PAGE>







PROSPECTUS

                                 $300,000,000



[LOGO] NCR

                               Offer to Exchange

 7.125% Senior Notes due 2009 for all outstanding 7.125% Senior Notes due 2009

<TABLE>
<S>                                                    <C>
The new notes                                          You should note that
.. will be freely tradeable and otherwise substantially . we will exchange all outstanding notes that are
  identical to the outstanding notes                     validly tendered and not validly withdrawn for an
                                                         equal principal amount of new notes that we have
                                                         registered under the Securities Act of 1933

.. will accrue interest from December 15, 2002, at the  . tenders of outstanding notes may be withdrawn at
  rate of 7.125% per annum, payable semi-annually in     any time prior to the expiration of the exchange
  arrears on each June 15 and December 15, beginning     offer
  June 15, 2003

.. will be unsecured and will rank equally with the     . the exchange of outstanding notes for new notes in
  outstanding notes and all other unsecured and          the exchange offer will not be a taxable event for
  unsubordinated indebtedness                            U.S. federal income tax purposes

.. will not be listed on any exchange or on any         . at the time of the issuance of the outstanding notes,
  automated dealer quotation system                      we received credit agency ratings of BBB- from
                                                         Standard & Poor's and Baa3 from Moody's. As of
                                                         the date hereof, these ratings have not changed.
</TABLE>

   The exchange offer


      .   expires at 5:00 p.m., New York City time, on May 14, 2003, unless
          extended


      .   is not conditioned upon any minimum aggregate principal amount of
          outstanding notes being tendered

   You should consider carefully the risk factors beginning on page 8 of this
prospectus before participating in the exchange offer.

   Neither the Securities and Exchange Commission nor any state securities
commission or other U.S. regulatory authority has approved or disapproved of
the new notes or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.


                The date of this prospectus is April 10, 2003.


<PAGE>

                               Table of Contents

<TABLE>
<S>                                                                         <C>
About this Prospectus......................................................  1
Forward-Looking Statements.................................................  1
Where You Can Find More Information........................................  2
Prospectus Summary.........................................................  3
Risk Factors...............................................................  8
Private Placement.......................................................... 10
Use of Proceeds............................................................ 10
Capitalization............................................................. 11
Selected Financial Data.................................................... 12
About NCR Corporation...................................................... 14
The Exchange Offer......................................................... 17
Description of the New Notes............................................... 27
United States Federal Tax Consequences..................................... 36
Legal Matters.............................................................. 36
Experts.................................................................... 36
</TABLE>

   This prospectus contains certain of our trademarks, service marks, and
registered marks, and such marks of other companies, as indicated. Teradata is
either a registered trademark or trademark of NCR International, Inc. in the
United States and/or other countries.

<PAGE>

                             About This Prospectus

   This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission (SEC). You should rely only on the
information we have provided or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with additional or different
information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should assume that the information in
this prospectus is accurate only as of the date on the front of this document
and that any information we have incorporated by reference is accurate only as
of the date of the document incorporated by reference.

   The new notes may not be offered or sold in or into the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their businesses (or in other circumstances that have not resulted and will
not result in an offer to the public in the United Kingdom for the purposes of
the Public Offers of Securities Regulations 1995, as amended), and this
prospectus may only be issued or passed on to persons in the United Kingdom if
such persons are of a kind described in Articles 19 or 49 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2001 or if such
persons are persons to whom this prospectus may otherwise lawfully be
communicated and any persons who do not fall within these categories must not
act upon this prospectus.

                          Forward-Looking Statements

   This prospectus, including the information we incorporate by reference,
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
You can identify forward-looking statements by our use of the words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"budget," "forecast," "will," "could," "should," "may" and similar expressions.
These forward-looking statements include our statements regarding the timing of
future events, our anticipated future operations as well as those of our
subsidiaries and our anticipated future financial position and cash
requirements, and other statements as to anticipated or expected results,
beliefs, opinions, known and unknown risks and uncertainties, and future
financial performance.

   These forward-looking statements are not guarantees of future performance,
and there are a number of factors including, without limitation, those listed
below, which could cause actual outcomes and results to differ materially from
the results contemplated by such forward-looking statements.

   Specific factors that could affect our forward-looking statements include
the following (in no particular order of priority):

  .   the duration and intensity of the economic downturn and its impact on the
      markets in general or on our ability to meet our commitments to
      customers, the ability of our suppliers to meet their commitments to us,
      or the timing of purchases (including upgrades to existing data
      warehousing solutions and retail point of service solutions) by our
      current and potential customers; and other general economic and business
      conditions;

  .   the timely development, production or acquisition, and market acceptance
      of new and existing products and services (such as self-checkout and
      electronic shelf labeling technologies, ATM outsourcing, and enterprise
      data warehousing), including our ability to accelerate market acceptance
      of new products and services;

  .   shifts in market demands and continued competitive factors and pricing
      pressures, and their impact on our ability to improve gross margins and
      profitability, especially in our more mature solution offerings such as
      our Financial Self Service and Retail Store Automation solutions;

  .   short product cycles, rapidly changing technologies, and maintaining a
      competitive leadership position with respect to our solution offerings,
      particularly data warehousing technologies;

                                      1

<PAGE>

  .   ability to execute our business and re-engineering plans;

  .   tax rates;

  .   turnover of workforce and the ability to attract and retain skilled
      employees, especially in light of recent cost-control measures taken by
      us;

  .   availability and successful exploitation of new acquisition and alliance
      opportunities; and

  .   continued efforts to establish and maintain best in class internal
      information technology and control systems.

   These and the other factors discussed elsewhere in this prospectus and the
documents incorporated by reference herein are not necessarily all of the
important factors that could cause our results to differ materially from those
expressed in our forward-looking statements. Forward-looking statements speak
only as of the date they were made and we undertake no obligation to update or
revise them, whether as a result of new information, future events or otherwise.

                      Where You Can Find More Information

   Our filings with the SEC may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
further information relating to the public reference rooms. Copies of our
filings may be obtained at the prescribed rates from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, the SEC maintains an Internet site (http://www.sec.gov) that contains
certain reports, proxy statements and other information regarding NCR. We also
make available through NCR's website, free of charge, our periodic reports and
other filings with the SEC, including any amendments to such reports, as soon
as reasonably practicable after these reports are electronically filed or
furnished to the SEC. Our common stock is traded on the New York Stock
Exchange, through which information regarding NCR also is available.


   We "incorporate by reference" into this prospectus information we file with
the SEC, which means that we are disclosing important information to you by
referring you to those documents. The information we incorporate by reference
is an important part of this prospectus, and later information that we file
with the SEC automatically will update and supersede this information. We are
incorporating by reference into this prospectus the following documents that we
have filed with the SEC, and our future filings with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
offering made by this prospectus terminates:



  .   our Annual Report on Form 10-K for the year ended December 31, 2002, and



  .   our Current Reports on Form 8-K dated as of January 14, January 27, and
      April 9, 2003.


   This prospectus is part of a registration statement we have filed with the
SEC relating to the new notes. As permitted by SEC rules, this prospectus does
not contain all of the information included in the registration statement and
the accompanying exhibits and schedules we file with the SEC. You should read
the registration statement and the exhibits and schedules for more information
about us and the new notes. The registration statement, exhibits and schedules
are also available at the SEC's Public Reference Room or through its Internet
site.

   You may request a copy of these filings at no cost by writing or telephoning
us at the following address:

          NCR Corporation
          1700 South Patterson Blvd.
          Dayton, Ohio 45479
          Attention: Laura Nyquist
                  Corporate Secretary
          Telephone: (937) 445-5000

   To obtain timely delivery, you must request the information no later than
five business days prior to the expiration of the exchange offer.

                                      2

<PAGE>

                              Prospectus Summary

   This summary highlights selected information from this prospectus, but does
not contain all information that is important to you. This prospectus includes
specific terms of the exchange offer and the new notes, information about our
business and financial data. To understand all of the terms of this exchange
offer and to attain a more complete understanding of our business and financial
situation, we encourage you to read this prospectus in its entirety. The terms
"we," "our," "ours" and "us" as used in this prospectus refer to NCR
Corporation and its subsidiaries.

                             About NCR Corporation

   We are a worldwide provider of information technology solutions. Our
solutions are designed to enable businesses to build, expand and enhance their
relationships with their customers by facilitating transactions and
transforming transaction data into useful business information.

   Our Financial Self Service and Retail Store Automation solutions enable
companies to capture and process transaction-based information through our
offerings at customer interaction points, such as automated-teller machines
(ATMs), retail point-of-sale (POS) workstations, self-checkout systems,
electronic shelf labels, and web-enabled kiosks. In addition, our Data
Warehousing solutions transform transaction-based information into knowledge,
permitting businesses to respond with programs designed to improve customer
acquisition, retention and profitability. Services are an essential component
of each of our complete offerings, and our Customer Services division is a
global leader in information technology (IT) and services delivery. Please read
the section "About NCR Corporation" beginning on page 14 of the prospectus for
more information about us.

   Our principal executive officers are located at the following address:

          NCR Corporation
          1700 South Patterson Blvd.
          Dayton, Ohio 45479
          (937) 445-5000 (telephone)
          (937) 445-9997 (facsimile)

   Additional information concerning NCR and our subsidiaries is included in
our reports and other documents incorporated by reference into this prospectus.

                         Summary of the Exchange Offer

   On June 6, 2002, we completed the private offering of the outstanding notes.
We received proceeds, before deducting the discount to the initial purchasers,
of $300,000,000 from the sale of the outstanding notes.

   In connection with these transactions, we entered into a registration rights
agreement with the initial purchasers of the outstanding notes. We agreed to
deliver to you this prospectus and to complete the exchange offer. In the
exchange offer, you are entitled to exchange your outstanding notes for new
notes that are registered with the SEC but otherwise contain substantially
identical terms. You should read the discussion under the headings "Summary of
Terms of the New Notes" beginning on page 6 and "Description of the New Notes"
beginning on page 27 for further information about the new notes.

   We have summarized the terms of the exchange offer below. You should read
the discussion under the heading "The Exchange Offer" beginning on page 17 for
further information about the exchange offer and resale of the new notes.

                                      3

<PAGE>


<TABLE>
<C>                                        <S>
The Exchange Offer                         We are offering to exchange up to $300,000,000 aggregate
                                           principal amount of the outstanding notes. Outstanding notes
                                           may be exchanged only in integral multiples of $1,000.

Expiration Date                            The exchange offer will expire at 5:00 p.m., New York City
                                           time, on May 14, 2003, or such later date and time to which
                                           we extend it.

Withdrawal of Tenders                      You may withdraw your tender of outstanding notes at any
                                           time prior to the expiration date, unless previously accepted
                                           for exchange. We will return to you, without charge,
                                           promptly after the expiration or termination of the exchange
                                           offer any outstanding notes that you tendered but that were
                                           not accepted for exchange.

Conditions to the Exchange Offer           We will not be required to accept outstanding notes for
                                           exchange if the exchange offer would be unlawful or would
                                           violate any interpretation of the staff of the SEC or if any
                                           legal action has been instituted or threatened that would
                                           impair our ability to proceed with the exchange offer.

                                           The exchange offer is not conditioned upon any minimum
                                           aggregate principal amount of outstanding notes being
                                           tendered. Please read the section "The Exchange Offer-
                                           Conditions to the Exchange Offer" beginning on page 20 for
                                           more information about the conditions to the exchange offer.

Procedures for Tendering Outstanding Notes If your outstanding notes are held through The Depository
                                           Trust Company (DTC) and you wish to participate in the
                                           exchange offer, you may do so through DTC's automated
                                           tender offer program. If you tender under this program, you
                                           will agree to be bound by the letter of transmittal that we are
                                           providing with this prospectus as though you had signed the
                                           letter of transmittal. By signing or agreeing to be bound by
                                           the letter of transmittal, you will represent to us that, among
                                           other things:

                                           .    any new notes that you receive will be acquired in
                                                 the ordinary course of your business,

                                           .    you have no arrangement or understanding with any
                                                 person to participate in the distribution of the new
                                                 notes,

                                           .    you are not our "affiliate," as defined in Rule 405 of
                                                 the Securities Act, or, if you are our affiliate, you
                                                 will comply with any applicable registration and
                                                 prospectus delivery requirements of the Securities
                                                 Act,

                                           .    if you are not a broker-dealer, you are not engaged
                                                 in and do not intend to engage in the distribution of
                                                 the new notes, and

</TABLE>


                                      4

<PAGE>

<TABLE>
<C>                                      <S>
                                         .    if you are a broker-dealer that will receive new
                                               notes for your own account in exchange for
                                               outstanding notes that were acquired as a result of
                                               market-making activities or other trading activities,
                                               you will deliver a prospectus, as required by law, in
                                               connection with any resale of such new notes.

Special Procedures for Beneficial Owners If you own a beneficial interest in outstanding notes that are
                                         registered in the name of a broker, dealer, commercial bank,
                                         trust company or other nominee and you wish to tender the
                                         outstanding notes in the exchange offer, please contact the
                                         registered holder as soon as possible and instruct the
                                         registered holder to tender on your behalf and to comply
                                         with our instructions described in this prospectus.

Guaranteed Delivery Procedures           You must tender your outstanding notes according to the
                                         guaranteed delivery procedures described in "The Exchange
                                         Offer-Guaranteed Delivery Procedures" beginning on page
                                         24, if any of the following apply:
                                         .    you wish to tender your outstanding notes but they
                                               are not immediately available,

                                         .    you cannot deliver your outstanding notes, the letter
                                               of transmittal or any other required documents to
                                               the exchange agent prior to the expiration date, or

                                         .    you cannot comply with the applicable procedures
                                               under DTC's automated tender offer program prior
                                               to the expiration date.

United States Federal Tax Consequences   The exchange of the outstanding notes for new notes in the
                                         exchange offer will not be a taxable event for U.S. federal
                                         income tax purposes. Please read "United States Federal Tax
                                         Consequences" on page 36.

Use of Proceeds                          We will not receive any cash proceeds from the issuance of
                                         new notes in the exchange offer.
</TABLE>

                              The Exchange Agent

   We have appointed The Bank of New York as exchange agent for the exchange
offer. Please direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you
are not tendering under DTC's automated tender offer program, you should send
the letter of transmittal and any other required documents to the exchange
agent as follows:

                             The Bank of New York


<TABLE>
<S>                             <C>
    By Hand or by Courier:      By Mail (registered or certified mail recommended)
                                or by Overnight Delivery:
     The Bank of New York                      The Bank of New York
  Corporate Trust Operations                Corporate Trust Operations
      Reorganization Unit                      Reorganization Unit
101 Barclay Street-Lobby Window               101 Barclay Street-7E
      New York, NY 10286                        New York, NY 10286
   Attn: Mr. Bernard Arsenec                Attn: Mr. Bernard Arsenec
</TABLE>

    By Facsimile Transmission (eligible institutions only): (212) 298-1915
                     Confirm by Telephone: (212) 815-5098

                                      5

<PAGE>

                       Summary of Terms of the New Notes

   The new notes will be freely tradeable and otherwise substantially identical
to the outstanding notes. The new notes will not have registration rights or
provisions for additional interest that the outstanding notes have. The new
notes will evidence the same debt as the outstanding notes, and the outstanding
notes and the new notes will constitute a single series of debt under the
indenture. Unless the context otherwise indicates, the term "notes" refers to
both the outstanding notes and the new notes.

<TABLE>
<S>                    <C>
Notes Offered          $300,000,000 principal amount of 7.125% Senior Notes due 2009

Maturity Date          June 15, 2009

Credit Agency Ratings  At the time of the issuance of the outstanding notes, we received
                       credit agency ratings of BBB- (Standard & Poor's) and Baa3
                       (Moody's). As of the date hereof, these ratings have not changed.

Interest Payment Dates Interest on the new notes will accrue from December 15, 2002,
                       and will be payable on June 15 and December 15 each year,
                       beginning on June 15, 2003.

Optional Redemption    The notes will be redeemable as a whole or in part, at our option,
                       at any time, at a redemption price equal to the greater of (1) the
                       principal amount being redeemed or (2) the sum of the present
                       values of the remaining scheduled payments of principal and
                       interest on the notes being redeemed, discounted to the
                       redemption date on a semiannual basis (assuming a 360-day year
                       consisting of twelve 30-day months) at the Treasury Rate (as
                       defined below under "Description of the New Notes") plus 37.5
                       basis points, plus accrued and unpaid interest on the notes to the
                       redemption date.

Ranking                The new notes:

                       .    are unsecured and unsubordinated,

                       .    rank equally with all of our other existing and future
                             unsecured and unsubordinated debt, and

                       .    will be structurally subordinated to all liabilities of our
                             subsidiaries, including trade payables.

Restrictive Covenants  The outstanding notes have been and the new notes will be issued
                       under an indenture containing covenants for your benefit. These
                       covenants restrict our ability, with certain exceptions, to:

                       .    incur debt secured by liens, and

                       .    engage in sale/leaseback transactions
                       These covenants are described under the heading "Description of
                       the New Notes-Certain Covenants of NCR" beginning on page
                       29.
</TABLE>

                                      6

<PAGE>

<TABLE>
<S>                                    <C>
Absence of a Public Market for the New There is no existing market for the new notes. We cannot provide
  Notes                                any assurance about:

                                       .    the liquidity of any markets that may develop for the
                                             new notes,

                                       .    your ability to sell your new notes, or

                                       .    the prices at which you will be able to sell your new
                                             notes.

                                       Future trading prices of the new notes will depend on many
                                       factors, including:

                                       .    prevailing interest rates,

                                       .    our operating results,

                                       .    ratings of the new notes, and

                                       .    the market for similar securities.

                                       The initial purchasers of the outstanding notes have advised us
                                       that they currently intend to make a market in the new notes we
                                       issue in the exchange offer. Those purchasers do not, however,
                                       have any obligation to do so, and they may discontinue any
                                       market-making activities at any time without notice. In addition,
                                       we do not intend to apply for listing of the new notes on any
                                       securities exchange or for quotation of the new notes in any
                                       automated dealer quotation system.
</TABLE>

                                      7

<PAGE>

                                 Risk Factors

   You should carefully consider the risks below before making an investment
decision. The risks and uncertainties described below are not the only ones
relating to the new notes or facing NCR. Our business is subject to certain
risks and uncertainties which are described in our periodic reports filed with
the Securities and Exchange Commission, which reports are incorporated herein
by reference. Further, additional risks and uncertainties not presently known
to us or that we currently do not believe are material may also impair our
business operations. If any of the following risks actually occurs, our
business, financial condition or results of operations, and your investment in
the new notes, could be materially adversely affected.

Risks Related to the Notes and the Exchange Offer

The new notes are unsecured and unsubordinated.

   The new notes will not be secured by any of our assets. In addition, the new
notes will rank equally with all of our other existing and future unsecured and
unsubordinated debt.

The new notes are structurally subordinated to all liabilities, including trade
payables, of our subsidiaries.

   The new notes will be structurally subordinated to claims of creditors of
our subsidiaries (other than us), including lessors, trade creditors, taxing
authorities, creditors holding guarantees and tort claimants. In the event of a
liquidation, reorganization or similar proceeding relating to a subsidiary,
these persons generally will have priority as to the assets of that subsidiary
over our claims and equity interest and, thereby indirectly, holders of our
indebtedness, including the new notes.

The covenant restrictions in the new notes and in our other debt restrict our
operations and finances.

   We and our subsidiaries are subject to operating and financial restrictions
contained in the instruments governing the new notes. Such restrictions will
affect our ability, among other things, to:

  .   incur indebtedness secured by liens, and

  .   engage in sale/leaseback transactions.

The indenture for the new notes does not significantly limit our ability to
issue more debt.

   Except as described below under "Description of the New Notes-Certain
Covenants of NCR" beginning on page 29, the indenture relating to the notes
will not limit or restrict the amount of other indebtedness or securities that
may be issued by us or our subsidiaries.

If you do not properly tender your outstanding notes, you will continue to hold
unregistered outstanding notes and your ability to transfer outstanding notes
will remain restricted and may be adversely affected.

   We will only issue new notes in exchange for outstanding notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the outstanding notes and you should carefully follow
the instructions on how to tender your outstanding notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with
respect to your tender of outstanding notes.

   If you do not exchange your outstanding notes for new notes pursuant to the
exchange offer, the outstanding notes you hold will continue to be subject to
the existing transfer restrictions. In general, you may not offer or sell the
outstanding notes except under an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. We do not
plan to register outstanding notes under the Securities Act unless our
registration rights agreement with the initial purchasers of the outstanding
notes requires us to do so. Further,

                                      8

<PAGE>

if you continue to hold any outstanding notes after the exchange offer is
consummated, you may have trouble selling them because there will be fewer
outstanding notes outstanding.

If an active trading market does not develop for the new notes, you may be
unable to sell the new notes or to sell the new notes at a price that you deem
sufficient.

   The new notes will be new securities for which there is no established
trading market. Although we have registered the new notes under the Securities
Act, we do not intend to apply for listing of the new notes on any securities
exchange or for quotation of the new notes in any automated dealer quotation
system. In addition, the initial purchasers of the outstanding notes have
advised us that they intend to make a market in the new notes, as permitted by
applicable laws and regulations; however, the initial purchasers are not
obligated to make a market in the new notes, and they may discontinue their
market-making activities at any time without notice. Therefore, we cannot
assure you that an active market for the new notes will develop or, if
developed, that it will continue. Historically, the market for noninvestment
grade debt has been subject to disruptions that have caused substantial
volatility in the prices of securities similar to the new notes. We cannot
assure you that the market, if any, for the new notes will be free from similar
disruptions or that any such disruptions may not adversely affect the prices at
which you may sell your notes. In addition, subsequent to their initial
issuance, the new notes may trade at a discount from their initial offering
price, depending upon prevailing interest rates, the market for similar notes,
our performance and other factors. Finally, if a large number of holders of
outstanding notes do not tender outstanding notes or tender outstanding notes
improperly, the limited amount of new notes that would be issued and
outstanding after we consummate the exchange offer could adversely affect the
development of a market for the new notes.

                                      9

<PAGE>

                               Private Placement

   On June 6, 2002, we issued the 7.125% Senior Notes due 2009 with an
outstanding principal amount of $300,000,000. The notes were issued to the
initial purchasers at the price of 99.486% of the principal amount.

   We issued the outstanding notes to the initial purchasers in transactions
exempt from or not subject to registration under the Securities Act. The
initial purchasers then offered and resold the notes to qualified institutional
buyers and non-U.S. persons to such purchasers at a price of 100% of the
principal amount of those notes.

   We received aggregate net proceeds of approximately $296,000,000 after
expenses from the sale of the outstanding notes. We used those proceeds to
repay a portion of our short-term borrowings and for general corporate purposes.

   Because we did not complete the exchange offer within the time period
specified by a registration rights agreement that we entered into with the
initial purchasers, additional interest began accruing on the outstanding notes
on November 4, 2002. This additional interest will cease to accrue on the
outstanding notes upon completion of the exchange offer. Because the new notes
will only be issued upon completion of the exchange offer, the new notes will
not have provisions for the payment of additional interest related to a delay
in the completion of the exchange offer.

                                Use of Proceeds

   We will not receive any cash proceeds from the issuance of the new notes. In
consideration for issuing the new notes, we will receive in exchange a like
principal amount of outstanding notes. The outstanding notes surrendered in
exchange for the new notes will be retired and canceled and cannot be reissued.
Accordingly, issuance of the new notes will not result in any change in our
capitalization.

                                      10

<PAGE>

                                Capitalization

   The following table sets forth at December 31, 2002 our cash, cash
equivalents and short-term investments, short-term borrowings and total
long-term debt and stockholders' equity on an actual basis. As the sale of the
outstanding notes was completed on June 6, 2002, this table represents the
issuance of the notes. The table should be read in conjunction with our
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K for the year ended December 31,
2002, incorporated by reference into this prospectus, as well as "Use of
Proceeds."

<TABLE>
<CAPTION>
                                                                                            At December 31, 2002
                                                                                          ------------------------
                                                                                          (in millions, except per
                                                                                               share amounts)
<S>                                                                                       <C>
Cash, cash equivalents and short-term investments........................................          $  526
Short-term borrowings....................................................................          $    5
Long-term debt:
   7.125% Senior Notes due 2009..........................................................          $  300
   Other.................................................................................               6
                                                                                                   ------
Total long-term debt.....................................................................             306
                                                                                                   ------
Stockholders' equity:
   Preferred stock, par value $0.01 per share, 100.0 shares authorized, no shares issued
     and outstanding.....................................................................              --
   Common stock, par value $0.01 per share, 500.0 shares authorized, 97.0 shares issued
     and outstanding.....................................................................               1
   Paid-in capital.......................................................................           1,217
   Retained earnings.....................................................................             641
   Accumulated other comprehensive loss..................................................            (534)
                                                                                                   ------
Total stockholders' equity...............................................................           1,325
                                                                                                   ------
   Total long-term debt and stockholders' equity.........................................          $1,631
                                                                                                   ======
</TABLE>

                                      11

<PAGE>

                            Selected Financial Data

   We have derived the following selected financial data from our audited
Consolidated Financial Statements. The following selected financial data should
be read in conjunction with the information contained in our Consolidated
Financial Statements and Notes to Consolidated Financial Statements
incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
                                           Year Ended December 31,
                                   --------------------------------------
                                   2002(1)        2001(2)        2000(3)        1999(4)        1998(5)
                                   -------        -------        -------        -------        -------
                                            (dollars in millions)
<S>                                <C>            <C>            <C>            <C>            <C>
Statement of Income Data:
   Product revenue................ $2,885         $3,048         $3,178         $3,290         $3,641
   Service revenue................  2,700          2,869          2,781          2,906          2,864
                                   ------         ------         ------         ------         ------
       Total revenue..............  5,585          5,917          5,959          6,196          6,505
                                   ------         ------         ------         ------         ------
   Cost of products...............  1,883          1,947          2,000          2,099          2,380
   Cost of services...............  2,115          2,176          2,092          2,207          2,203
   Selling, general and
     administrative expenses......  1,166          1,315          1,329          1,471          1,460
   Research and development
     expenses.....................    232            293            333            341            360
                                   ------         ------         ------         ------         ------
       Total operating
         expenses.................  5,396          5,731          5,754          6,118          6,403
                                   ------         ------         ------         ------         ------
   Income from operations.........    189            186            205             78            102
   Interest expense...............     19             18             13             12             13
   Other expense (income), net....     39             44            (83)          (169)          (123)
                                   ------         ------         ------         ------         ------
     Income (loss) before
       income taxes and
       cumulative effect of
       accounting change..........    131            124            275            235            212
     Income tax expense
       (benefit)..................      3            (97)            97           (102)            90
     Income before cumulative
       effect of accounting
       change.....................    128            221            178            337            122
     Cumulative effect of
       accounting change, net
       of tax.....................   (348)            (4)            --             --             --
                                   ------         ------         ------         ------         ------
   Net (loss) income.............. $ (220)        $  217         $  178         $  337         $  122
                                   ======         ======         ======         ======         ======
Balance Sheet Data (at period
  end):
   Cash, cash equivalents and
     short-term investments....... $  526         $  336         $  357         $  763         $  514
   Total assets...................  4,672          4,855          5,106          4,895          4,892
   Total debt.....................    311            148            107             77             83
   Total stockholders' equity.....  1,325          2,027          1,758          1,596          1,447
Other Data:
   Capital expenditures...........     81            141            216            187            205
   Ratio of earnings to fixed
     charges(6)...................    4.1x           3.8x           7.6x           6.3x           6.6x
</TABLE>
- --------
1) Income from operations for 2002 includes real estate consolidation and
   restructuring charges of $16 million and asset impairment charges of $5
   million. Net income includes a $348 million cumulative effect of accounting
   change charge for goodwill impairment relating to the adoption of Statement
   of Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
   Intangible Assets," real estate consolidation impairment charges of $8
   million, marketable securities write-down to fair value in Japan of $14
   million, a charge of $9 million for a Lucent indemnification claim, and an
   income tax benefit of $35 million relating to tax refunds, tax planning and
   use of foreign tax credits.

2) Income from operations for 2001 includes a $39 million provision for loans
   and receivables related to Credit Card Center (CCC), $9 million of
   integration costs related to acquisitions and $67 million of goodwill
   amortization. Net income for 2001 includes the after-tax impacts of a $39
   million provision for loans and receivables with CCC, $9 million of
   integration costs related to acquisitions, $40 million for a charge
   associated with the Fox River environmental matter, a $1 million provision
   for interest receivables related to

                                      12

<PAGE>

   CCC, a $138 million tax benefit from the resolution of international income
   tax issues, $4 million cumulative effect of adopting Statement of Financial
   Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
   Instruments and Hedging Activities," and $74 million of goodwill
   amortization.

3) Income from operations for 2000 includes $38 million for restructuring and
   other related charges, $25 million for in-process R&D charges related to
   acquisitions, $2 million for integration costs related to acquisitions and
   $33 million of goodwill amortization. Net income for 2000 includes the
   after-tax impact of goodwill amortization of $39 million.

4) Income from operations for 1999 includes $125 million for restructuring and
   other related charges and $20 million of goodwill amortization. Net income
   for 1999 includes the after-tax impacts of $125 million for restructuring
   and other related charges, $98 million of gains from significant asset
   dispositions, $232 million of favorable impact from a tax valuation
   allowance release and $23 million of goodwill amortization.

5) Income from operations for 1998 includes a $50 million non-recurring pension
   charge. Net income for 1998 includes the after-tax impacts of $50 million
   for a non-recurring pension charge and a $55 million significant gain from
   an asset disposition.

6) In calculating the ratio of earnings to fixed charges, earnings consist of
   income before income taxes and cumulative effect of accounting change plus
   fixed charges. Fixed charges consist of interest expense (which includes
   debt issuance costs) and one-third of rental expense, which we deem to be a
   reasonable estimate of the portion of our rental expense that is
   attributable to interest.

                                      13

<PAGE>

                             About NCR Corporation

   We are a worldwide provider of information technology solutions. Our
solutions are designed to enable businesses to build, expand and enhance their
relationships with their customers by facilitating transactions and
transforming transaction data into useful business information.

   Our Financial Self Service and Retail Store Automation solutions enable
companies to capture and process transaction-based information through our
offerings at customer interaction points, such as ATMs, retail POS
workstations, self-checkout systems, electronic shelf labels, and web-enabled
kiosks. In addition, our Data Warehousing solutions transform transaction-based
information into knowledge, permitting businesses to respond with programs
designed to improve customer acquisition, retention and profitability. Services
are an essential component of each of our complete offerings and our Customer
Services division is also a global leader in IT and services delivery.

   Through our specific solutions for the retail and financial industries, and
through our Data Warehousing and Customer Services businesses, we provide
solutions for industries including telecommunications, transportation,
insurance, utilities and electronic commerce, as well as consumer goods
manufacturers and government entities. Our solutions are built on a foundation
of long-established industry knowledge and consulting expertise, hardware
technology, value-adding software, global customer support services, and a
complete line of business consumables and specialty media products.

Business Segments

   Our key solutions are categorized as Data Warehousing, Financial Self
Service, Retail Store Automation and Customer Services, each of which is a
reportable operating segment of the Company. In addition, our Systemedia and
Payment and Imaging solutions are reportable segments. Each segment is
comprised of hardware, software, professional and installation-related
consulting services and customer support services.

   Data Warehousing Solutions.  Our Data Warehousing solutions include our
market-leading Teradata(R) data warehousing database software, hardware
platform and related services. These complex solutions enable companies to gain
a competitive advantage by more quickly and efficiently analyzing customer
behavior and other business information and then delivering that business
intelligence to the company's decision-makers. Combining computer hardware,
software, professional consulting services, customer support services and
third-party software from leading technology firms, our Data Warehousing
solutions are designed to help businesses, across a multitude of industries, to
quickly leverage detailed data into business opportunities. For example, one of
our major airline customers uses a Teradata data warehouse to help its
front-line agents decide which passengers will be assigned the remaining seats
on an overbooked flight by examining the purchasing history and profitability
of the remaining ticketed passengers in a matter of seconds.

   Financial Self Service Solutions.  We provide ATMs and related software to
banks, credit unions and retailers that enable them to reduce costs and
generate revenue streams, as well as enhance customer loyalty. Our Financial
Self Service solutions are designed to process high volumes of consumer
transactions quickly and reliably and incorporate advanced features such as
web-enablement, automated check cashing/deposit, automated cash deposit, bill
payment, and the dispensing of non-cash items. Our market-leading value
proposition is based on our high-quality ATM product family which provides a
broad array of functionality, our leadership position in multi-vendor software,
and our best-in-class project management services, all delivered at an
attractive cost of ownership.

   Retail Store Automation Solutions.  Our Retail Store Automation solutions
include retail-oriented technologies such as POS terminals, bar-code scanners
and software, as well as innovative self-checkout systems and electronic shelf
labels. These solutions are industry-tested and designed to improve selling
productivity and

                                      14

<PAGE>

checkout processes, and to increase customer satisfaction for our retail
customers. NCR's Retail Automation solutions provide business value in
demanding retail environments such as high-volume food stores, general
merchandisers and fast-food restaurants.

   Customer Services.  We provide customer services maintenance and support for
our base of NCR solution customers as an essential component of our complete
solution offerings. Our Customer Services division also provides a
comprehensive portfolio of IT services from consulting to site design, to
staging and implementation and maintenance for third parties, to complete
systems management. Customer Services has a world-wide service delivery
capability as a result of supporting our customers around the world, and has
leveraged this global presence and experience to develop and deliver
high-availability services to businesses in other industries. These services
focus on the vital systems, networks, software and security that comprise the
IT infrastructure of today's businesses. Customer Services provides these
services directly to global businesses as well as through partnerships with
leading technology, network and systems suppliers.

   Systemedia.  Systemedia provides business consumables and products,
including paper rolls for ATMs and POS workstations, inkjet and laser printer
supplies, thermal transfer ribbons, labels, ink ribbons, laser documents,
business forms and retail office products. Systemedia products are designed to
reduce paper-related failures in our ATMs and POS terminals and enable
businesses to improve transaction accuracy while reducing overall costs.

   Payment and Imaging.  Payment and Imaging provides end-to-end solutions for
both traditional paper-based and image-based item processing. These solutions
enable comprehensive check and item-based transactions to be digitally
captured, processed and retained within a flexible, scalable environment.
Payment and Imaging solutions utilize advanced image recognition and workflow
technologies to automate item processing, helping financial industry businesses
increase efficiency and reduce operating costs.

Objectives and Strategy

   Our top strategic priorities our revenues and to focus on expense reduction
and operating margin improvement. Our objectives supporting these priorities
include:

   Revenue Growth.  The Data Warehousing business segment plans to grow revenue
through new customers and data warehousing upgrades for existing customers. We
plan to add new Teradata customers by demonstrating (1) a powerful return on
investment for leading global businesses and (2) the cost reduction strategy of
implementing an enterprise data warehouse to replace an existing data mart
configuration. We also expect to obtain new data warehouse business by
upgrading existing customers' data warehouses to solve additional business
problems. Our other business segments plan to grow revenue by using new
products and services to expand under-served markets, focusing on geographic
expansion to reach new customers and countries, selling more solutions to
existing customers, and utilizing new sales channels. To support our growth
initiatives, we will also focus on our sales process and sales management.
Initiatives in this area include capitalizing on our value propositions,
improving sales training, territory management and sales metrics and
simplifying the sales process.

   Expense Reduction and Margin Improvement.  We plan to reduce expenses and
improve operating margins by driving operational efficiency throughout the
company. We have targeted process improvements to drive simplification,
standardization, globalization and consistency across the organization. Key
business processes and supporting functions are being evaluated to improve
efficiency and effectiveness of operations. To reduce our cost of delivering
products and services, we will focus on improvements to our supply chain that
will yield lower inventory levels as well as reductions in inventory handling,
freight and warehousing costs. In addition, we will reduce product costs
through design, manufacturing and part procurement initiatives. In services, we
will focus on completion of a global model for service delivery. To reduce our
expense structure, we are standardizing our global IT applications, continuing
to reduce our real estate costs and implementing new global processes within
the finance community to streamline these processes to begin to reach benchmark
standards.

                                      15

<PAGE>

Our History

   We were originally established in 1884 as a cash register manufacturer and
have evolved through the mechanical era to the electronic era to the digital
era. In 1991, we were acquired by AT&T Corp. and then later spun-off at the end
of 1996 and became a public company through a distribution of our stock to
existing AT&T stockholders.

   We are a Maryland corporation with operations in over 100 countries. Our
principal executive offices are at 1700 S. Patterson Boulevard, Dayton, Ohio,
45479, and our telephone number is (937) 445-5000.

                                      16

<PAGE>

                              The Exchange Offer

Purpose of the Exchange Offer

   In connection with the sale of the outstanding notes, we entered into a
registration rights agreement with the initial purchasers of the outstanding
notes. In this agreement, we agreed to file a registration statement relating
to an offer to exchange the outstanding notes for new notes. We also agreed to
use commercially reasonable efforts to complete the exchange offer within 200
days after the issue date of those notes. Because we did not complete the
exchange offer in the time period required by the registration rights
agreement, additional interest began accruing on outstanding notes on November
4, 2002. This additional interest will cease to accrue on the outstanding notes
upon completion of the exchange offer. Because the new notes will only be
issued upon completion of the exchange offer, the new notes will not have
provisions for the payment of additional interest related to a delay in the
completion of the exchange offer. We are offering the new notes under this
prospectus to satisfy our obligations under the registration rights agreement.

Resale of New Notes

   Based on interpretations of the SEC staff in no-action letters issued to
third parties, we believe that each new note issued in the exchange offer may
be offered for resale, resold and otherwise transferred by you without
compliance with the registration and prospectus delivery provisions of the
Securities Act if:

  .   you are not our "affiliate" within the meaning of Rule 405 under the
      Securities Act,

  .   you acquire such new notes in the ordinary course of your business, and

  .   you do not intend to participate in the distribution of the new notes.

   If you tender your outstanding notes in the exchange offer with the
intention of participating in any manner in a distribution of the new notes,
you:

  .   cannot rely on such interpretations by the SEC staff, and

  .   must comply with the registration and prospectus delivery requirements of
      the Securities Act in connection with a secondary resale transaction.

   Unless an exemption from registration is otherwise available, the resale by
any security holder intending to distribute new notes should be covered by an
effective registration statement under the Securities Act containing the
selling security holder's information required by Item 507 of Regulation S-K
under the Securities Act. This prospectus may be used for an offer to resell,
resale or other retransfer of new notes only as specifically described in this
prospectus. Only those broker-dealers that acquired the outstanding notes as a
result of market-making activities or other trading activities may participate
in the exchange offer.

   We believe that you may not transfer new notes issued in the exchange offer
in exchange for the outstanding notes if you are:

  .   our "affiliate" within the meaning of Rule 405 under the Securities Act,

  .   a broker-dealer that acquired outstanding notes directly from us, or

  .   a broker-dealer that acquired outstanding notes as a result of
      market-making or other trading activities without compliance with the
      registration and prospectus delivery provisions of the Securities Act.

   To date, the staff of the SEC has taken the position that participating
broker-dealers may fulfill their prospectus delivery requirements with respect
to transactions involving an exchange of notes such as this exchange offer,
other than a resale of an unsold allotment from the original sale of the
outstanding notes, with the prospectus contained in the exchange offer
registration statement. In the registration rights agreement, we have agreed to
permit participating broker-dealers to use this prospectus in connection with
the resale of new notes.

                                      17

<PAGE>

We have agreed that, for a period of up to 180 days after the expiration of the
exchange offer, we will make this prospectus, and any amendment or supplement
to this prospectus, available to any broker-dealer that requests such documents
in the letter of transmittal.

   We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account in
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market:

  .   in negotiated transactions,

  .   through the writing of options on the new notes, or

  .   a combination of such methods of resale.

   The prices at which these sales occur may be:

  .   at market prices prevailing at the time of resale,

  .   at prices related to such prevailing market prices, or

  .   at negotiated prices.

   Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such new
notes. Any broker-dealer that resells new notes that it received for its own
account in the exchange offer and any broker or dealer that participates in a
distribution of new notes may be deemed to be an "underwriter" within the
meaning of the Securities Act. Any profit on any resale of new notes and any
commission or concessions received by any such persons may be deemed to be
underwriting compensation. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

Terms of the Exchange Offer

   Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept for exchange any outstanding
notes properly tendered and not withdrawn prior to the expiration date. We will
issue $1,000 principal amount of new notes in exchange for each $1,000
principal amount of outstanding notes surrendered under the exchange offer.
Outstanding notes may be tendered only in integral multiples of $1,000.

   The exchange offer is not conditioned upon any minimum aggregate principal
amount of outstanding notes being tendered for exchange or upon the
consummation of any other exchange offer.

   As of the date of this prospectus, $300,000,000 aggregate principal amount
of the outstanding notes are outstanding. This prospectus and the letter of
transmittal are being sent to all registered holders of outstanding notes.
There will be no fixed record date for determining registered holders of
outstanding notes entitled to participate in the exchange offer.

   We intend to conduct the exchange offer in accordance with the provisions of
the registration rights agreement, the applicable requirements of the
Securities Act and the Securities Exchange Act of 1934 and the rules and
regulations of the SEC. Outstanding notes that are not tendered for exchange in
the exchange offer:

  .   will remain outstanding,

  .   will continue to accrue interest,

  .   will be entitled to the rights and benefits that holders have under the
      indenture relating to the notes, and

  .   will no longer be entitled to any further rights under the registration
      rights agreement, except under limited circumstances.

                                      18

<PAGE>

   We will be deemed to have accepted for exchange properly tendered
outstanding notes when we have given oral or written notice of the acceptance
to the exchange agent and complied with the applicable provisions of the
registration rights agreement. The exchange agent will act as agent for the
tendering holders for the purposes of receiving the new notes from us.

   If you tender outstanding notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the letter of transmittal, transfer taxes with respect to the exchange of
outstanding notes. We will pay all charges and expenses in connection with the
exchange offer, other than certain applicable taxes described below, and
certain incidental expenses. It is important that you read the section labeled
"-Fees and Expenses" for more details about fees and expenses incurred in the
exchange offer.

   We will return any outstanding notes that we do not accept for exchange for
any reason without expense to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.

Expiration Date


   The exchange offer will expire at 5:00 p.m., New York City time, on May 14,
2003, unless in our sole discretion we extend it.


Extensions, Delay in Acceptance, Termination or Amendment

   We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. During any such
extensions, all outstanding notes you have previously tendered will remain
subject to the exchange offer, and we may accept them for exchange.

   To extend the exchange offer, we will notify the exchange agent orally or in
writing of any extension. We also will make a public announcement of the
extension no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

   If any of the conditions described below under "-Conditions to the Exchange
Offer" have not been satisfied, we reserve the right, in our sole discretion:

  .   to delay accepting for exchange any outstanding notes,

  .   to extend the exchange offer, or

  .   to terminate the exchange offer.

   We will give oral or written notice of such delay, extension or termination
to the exchange agent. Subject to the terms of the registration rights
agreement, we also reserve the right to amend the terms of the exchange offer
in any manner.

   Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders of outstanding notes. If we amend the exchange offer in a
manner that we determine to constitute a material change, we will promptly
disclose that amendment by means of a prospectus supplement. We will distribute
the supplement to the registered holders of the outstanding notes. Depending
upon the significance of the amendment and the manner of disclosure to the
registered holders, we will extend the exchange offer if the exchange offer
would otherwise expire during such period.

   Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment
of the exchange offer, we have no obligation to publish,

                                      19

<PAGE>

advertise or otherwise communicate any such public announcement, other than by
making a timely release to an appropriate news agency.

Conditions to the Exchange Offer

   Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any new notes for, any outstanding notes, and
we may terminate the exchange offer as provided in this prospectus before
accepting any outstanding notes for exchange, if in our reasonable judgment:

  .   the exchange offer, or the making of any exchange by a holder of
      outstanding notes, would violate applicable law or any applicable
      interpretation of the staff of the SEC, or

  .   any action or proceeding has been instituted or threatened in any court
      or by or before any governmental agency with respect to the exchange
      offer that, in our judgment, would reasonably be expected to impair our
      ability to proceed with the exchange offer.

   In addition, we will not be obligated to accept for exchange the outstanding
notes of any holder that has not made to us:

  .   the representations described under "-Resale of New Notes" and
      "-Procedures for Tendering" and

  .   such other representations as may be reasonably necessary under
      applicable SEC rules, regulations or interpretations to make available to
      us an appropriate form for registering the new notes under the Securities
      Act.

   We expressly reserve the right to amend or terminate the exchange offer, and
to reject for exchange any outstanding notes not previously accepted for
exchange, upon the occurrence of any of the conditions to the exchange offer
specified above. We will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the outstanding
notes as promptly as practicable.

   These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole
discretion. Our failure at any time to exercise any of these rights will not
mean that we have waived our rights. Each right will be deemed an ongoing right
that we may assert at any time or at various times.

   In addition, we will not accept for exchange any outstanding notes tendered,
and will not issue new notes in exchange for any such outstanding notes, if at
such time any stop order has been threatened or is in effect with respect to
the registration statement of which this prospectus constitutes a part or the
qualification of the indenture relating to the notes under the Trust Indenture
Act of 1939.

Procedures for Tendering

  How to Tender Generally

   Only a holder of outstanding notes may tender such outstanding notes in the
exchange offer. To tender in the exchange offer, a holder must:

  .   complete, sign and date the letter of transmittal or a facsimile of the
      letter of transmittal; have the signature on the letter of transmittal
      guaranteed if the letter of transmittal so requires; mail or deliver the
      letter of transmittal or facsimile to the exchange agent prior to the
      expiration date; and deliver the outstanding notes to the exchange agent
      prior to the expiration date or comply with the guaranteed delivery
      procedures described below, or

  .   comply with the automated tender offer program procedures of DTC, as
      discussed below.

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   In addition, either:

  .   the exchange agent must receive outstanding notes along with the letter
      of transmittal,

  .   the exchange agent must receive, prior to the expiration date, a timely
      confirmation of book-entry transfer of such outstanding notes into the
      exchange agent's account at DTC according to the procedure for book-entry
      transfer described below or a properly transmitted agent's message, or

  .   the holder must comply with the guaranteed delivery procedures described
      below.

   To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address provided above under "Prospectus Summary-The Exchange Agent" prior to
the expiration date.

   To complete a tender through DTC's automated tender offer program, the
exchange agent must receive, prior to the expiration date, a timely
confirmation of book-entry transfer of such outstanding notes into the exchange
agent's account at DTC according to the procedure for book-entry transfer
described below or a properly transmitted agent's message.

   The tender by a holder that is not withdrawn prior to the expiration date
and our acceptance of that tender will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.

   The method of delivery of outstanding notes, the letter of transmittal and
all other required documents to the exchange agent is at your election and
risk. Rather than mail these items, we recommend that you use an overnight or
hand delivery service. In all cases, you should allow sufficient time to assure
delivery to the exchange agent before the expiration date. You should not send
the letter of transmittal or outstanding notes to us. You may request your
broker, dealer, commercial bank, trust company or other nominee to effect the
above transactions for you.

  How to Tender If You Are a Beneficial Owner

   Beneficial owners of outstanding notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee wishing to
tender those notes should contact the registered holder as soon as possible and
instruct the registered holder to tender on your behalf. Beneficial owners who
wish to tender on their own behalf must, prior to completing and executing the
letter of transmittal and delivering their outstanding notes, either:

  .   make appropriate arrangements to register ownership of the outstanding
      notes in their name, or

  .   obtain a properly completed bond power from the registered holder of
      outstanding notes.

   The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.

Signatures and Signature Guarantees

   You must have signatures on a letter of transmittal or a notice of
withdrawal described below guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
(NASD) a commercial bank or trust company having an office or correspondent in
the United States, or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934,

                                      21

<PAGE>

that is a member of one of the recognized signature guarantee programs
identified in the letter of transmittal, unless the outstanding notes are
tendered:

  .   by a registered holder who has not completed the box entitled "Special
      Issuance Instructions" or "Special Delivery Instructions" on the letter
      of transmittal and the new notes are being issued directly to the
      registered holder of the outstanding notes tendered in the exchange for
      those new notes

  .   for the account of a member firm of a registered national securities
      exchange or of the NASD, a commercial bank or trust company having an
      office or correspondent in the United States, or an eligible guarantor
      institution.

When Endorsements or Bond Powers Are Needed

   If a person other than the registered holder of any outstanding notes signs
the letter of transmittal, the outstanding notes must be endorsed or
accompanied by a properly completed bond power. The bond power must be signed
by the registered holder as the registered holder's name appears on the
outstanding notes and a member firm of a registered national securities
exchange or of the NASD, a commercial bank or trust company having an office or
correspondent in the United States, or an eligible guarantor institution must
guarantee the signature on the bond power.

   If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless we waive this
requirement, they also must submit evidence satisfactory to us of their
authority to deliver the letter of transmittal.

Tendering Through DTC's Automated Tender Offer Program

   The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the outstanding notes to the exchange
agent in accordance with its procedures for transfer. DTC will then send an
agent's message to the exchange agent.

   An "agent's message" is a message transmitted by DTC to and received by the
exchange agent and forming part of the book-entry confirmation, stating that:

  .   DTC has received an express acknowledgment from a participant in DTC's
      automated tender offer program that is tendering outstanding notes that
      are the subject of such book-entry confirmation,

  .   the participant has received and agrees to be bound by the terms of the
      letter of transmittal or, in the case of an agent's message relating to
      guaranteed delivery, the participant has received and agrees to be bound
      by the applicable notice of guaranteed delivery, and

  .   we may enforce the agreement against such participant.

Determinations Under the Exchange Offer

   We will determine in our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered outstanding notes
and withdrawal of tendered outstanding notes. Our determination will be final
and binding. We reserve the absolute right to reject any outstanding notes not
properly tendered or any outstanding notes our acceptance of which, in the
opinion of our counsel, might be unlawful. We also reserve the right to waive
any defects, irregularities or conditions of the exchange offer as to
particular outstanding notes. Our interpretation of the terms and conditions of
the exchange offer, including the instructions in the letter of transmittal,
will be final and binding on all parties.

                                      22

<PAGE>

   Unless waived, any defects or irregularities in connection with tenders of
outstanding notes must be cured within such time as we determine. Neither we,
the exchange agent nor any other person will be under any duty to give
notification of defects or irregularities with respect to tenders of
outstanding notes, nor will we or those persons incur any liability for failure
to give such notification. Tenders of outstanding notes will not be deemed made
until such defects or irregularities have been cured or waived. Any outstanding
notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned to the tendering holder, unless otherwise provided in the letter of
transmittal, as soon as practicable following the expiration date.

When We Will Issue New Notes

   In all cases, we will issue new notes for outstanding notes that we have
accepted for exchange in the exchange offer only after the exchange agent
timely receives:

  .   outstanding notes or a timely book-entry confirmation of such outstanding
      notes into the exchange agent's account at DTC, and

  .   a properly completed and duly executed letter of transmittal and all
      other required documents or a properly transmitted agent's message.

Return of Outstanding Notes Not Accepted or Exchanged

   If we do not accept any tendered outstanding notes for exchange for any
reason described in the terms and conditions of the exchange offer or if
outstanding notes are submitted for a greater principal amount than the holder
desires to exchange, we will return the unaccepted or non-exchanged outstanding
notes without expense to the tendering holder. In the case of outstanding notes
tendered by book-entry transfer into the exchange agent's account at DTC
according to the procedures described below, such non-exchanged outstanding
notes will be credited to an account maintained with DTC. These actions will
occur as promptly as practicable after the expiration or termination of the
exchange offer.

Your Representations to Us

   By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:

..  any new notes that you receive will be acquired in the ordinary course of
   your business,

..  you have no arrangement or understanding with any person to participate in
   the distribution of the new notes,

..  you are not our "affiliate," as defined in Rule 405 under the Securities
   Act, or, if you are our affiliate, that you will comply with the applicable
   registration and prospectus delivery requirements of the Securities Act,

..  if you are not a broker-dealer, you are not engaged in and do not intend to
   engage in the distribution of the new notes, and

..  if you are a broker-dealer that will receive new notes for your own account
   in exchange for outstanding notes that you acquired as a result of
   market-making activities or other trading activities, you will deliver a
   prospectus, as required by law, in connection with any resale of such new
   notes.

Book-Entry Transfer

   The exchange agent will make a request to establish an account with respect
to the outstanding notes at DTC for purposes of the exchange offer promptly
after the date of this prospectus. Any financial institution participating in
DTC's system may make book-entry delivery of outstanding notes by causing DTC
to transfer such outstanding notes into the exchange agent's account at DTC in
accordance with DTC's procedures for

                                      23

<PAGE>

transfer. If you are unable to deliver confirmation of the book-entry tender of
your outstanding notes into the exchange agent's account at DTC or all other
documents required by the letter of transmittal to the exchange agent on or
prior to the expiration date, you must tender your outstanding notes according
to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

   If you wish to tender your outstanding notes but they are not immediately
available or if you cannot deliver your outstanding notes, the letter of
transmittal or any other required documents to the exchange agent or comply
with the applicable procedures under DTC's automated tender offer program prior
to the expiration date, you may tender if:

  .   the tender is made through a member firm of a registered national
      securities exchange or of the NASD, a commercial bank or trust company
      having an office or correspondent in the United States, or an eligible
      guarantor institution,

  .   prior to the expiration date, the exchange agent receives from such
      member firm of a registered national securities exchange or of the NASD,
      commercial bank or trust company having an office or correspondent in the
      United States, or eligible guarantor institution either a properly
      completed and duly executed notice of guaranteed delivery by facsimile
      transmission, mail or hand delivery or a properly transmitted agent's
      message and notice of guaranteed delivery:

         .   stating your name and address, the registered number(s) of your
             outstanding notes and the principal amount of outstanding notes
             tendered,

         .   stating that the tender is being made thereby,

         .   guaranteeing that, within three New York Stock Exchange trading
             days after the expiration date, the letter of transmittal or
             facsimile thereof or agent's message in lieu thereof, together
             with the outstanding notes or a book-entry confirmation, and any
             other documents required by the letter of transmittal will be
             deposited by the eligible guarantor institution with the exchange
             agent, and

  .   the exchange agent receives such properly completed and executed letter
      of transmittal or facsimile or agent's message, as well as all tendered
      outstanding notes in proper form for transfer or a book-entry
      confirmation, and all other documents required by the letter of
      transmittal, within three New York Stock Exchange trading days after the
      expiration date.

   Upon request to the exchange agent, the exchange agent will send a notice of
guaranteed delivery to you if you wish to tender your outstanding notes
according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

   Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m., New York City time, on the expiration
date (unless previously accepted for exchange).

   For a withdrawal to be effective:

  .   the exchange agent must receive a written notice of withdrawal at one of
      the addresses listed above under "Prospectus Summary-The Exchange Agent,"
      or

  .   the withdrawing holder must comply with the appropriate procedures of
      DTC's automated tender offer program system.

   Any notice of withdrawal must:

  .   specify the name of the person who tendered the outstanding notes to be
      withdrawn,

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<PAGE>

  .   identify the outstanding notes to be withdrawn, including the
      registration number or numbers and the principal amount of such
      outstanding notes,

  .   be signed by the person who tendered the outstanding notes in the same
      manner as the original signature on the letter of transmittal used to
      deposit those outstanding notes (or be accompanied by documents of
      transfer sufficient to permit the trustee to register the transfer into
      the name of the person withdrawing the tender), and

  .   specify the name in which such outstanding notes are to be registered, if
      different from that of the person who tendered the outstanding notes.

   If outstanding notes have been tendered under the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn outstanding
notes and otherwise comply with the procedures of DTC.

   We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination shall be final
and binding on all parties. We will deem any outstanding notes so withdrawn not
to have been validly tendered for exchange for purposes of the exchange offer.

   Any outstanding notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder or, in the case of outstanding notes tendered by book-entry transfer
into the exchange agent's account at DTC according to the procedures described
above, such outstanding notes will be credited to an account maintained with
DTC for the outstanding notes. This return or crediting will take place as soon
as practicable after withdrawal, rejection of tender or termination of the
exchange offer. You may retender properly withdrawn outstanding notes by
following one of the procedures described under "-Procedures for Tendering"
above at any time on or prior to the expiration date.

Fees and Expenses

   We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitation by
facsimile, email, telephone or in person by our officers and regular employees
and those of our affiliates.

   We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of
transmittal and related documents to the beneficial owners of the outstanding
notes and in handling or forwarding tenders for exchange.

   We will pay certain expenses to be incurred in connection with the exchange
offer or, if necessary, the shelf registration statement. They include:

  .   SEC registration fees,

  .   fees and expenses of the exchange agent and trustee,

  .   certain accounting and legal fees as well as printing costs, and

  .   certain related fees and expenses.

Transfer Taxes

   We will pay all transfer taxes, if any, applicable to the exchange of
outstanding notes in the exchange offer. The tendering holder will, however, be
required to pay any transfer taxes, whether imposed on the registered holder or
any other person, if:

  .   certificates representing new notes or outstanding notes for principal
      amounts not tendered or accepted for exchange are to be delivered to, or
      are to be issued in the name of, any person other than the registered
      holder of outstanding notes tendered,

                                      25

<PAGE>

  .   tendered outstanding notes are registered in the name of any person other
      than the person signing the letter of transmittal, or

  .   a transfer tax is imposed for any reason other than the exchange of
      outstanding notes in the exchange offer including, but not limited to,
      the imposition of a transfer tax related to a shelf registration
      statement.

If satisfactory evidence of payment of any transfer taxes payable by a note
holder is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to that tendering holder.

Consequences of Failure to Exchange

   If you do not exchange your outstanding notes for new notes in the exchange
offer, you will remain subject to the existing restrictions on transfer of the
outstanding notes.

   In general, you may not offer or sell the outstanding notes unless either
they are registered under the Securities Act or the offer or sale is exempt
from or not subject to registration under the Securities Act and applicable
state securities laws. Except as required by the registration rights agreement,
we do not intend to register resales of the outstanding notes under the
Securities Act. Based on interpretations of the SEC staff, holders may offer
for resale, resell or otherwise transfer new notes issued in the exchange offer
without compliance with the registration and prospectus delivery provisions of
the Securities Act, if:

  .   they are not the Company's "affiliate" within the meaning of Rule 405
      under the Securities Act,

  .   they acquired the new notes in the ordinary course of their business, and

  .   they have no arrangement or understanding with respect to the
      distribution of the new notes to be acquired in the exchange offer.

   If a holder tenders in the exchange offer for the purpose of participating
in a distribution of the new notes, it:

  .   cannot rely on the applicable interpretations of the SEC, and

  .   must comply with the registration and prospectus delivery requirements of
      the Securities Act in connection with a secondary resale transaction.

Accounting Treatment

   No gain or loss for accounting purposes will be recognized by us upon the
consummation of the exchange offer. We will amortize our expenses of the
exchange offer over the term of the new notes under generally accepted
accounting principles.

Other

   Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your decision on what action to take. In the future, we may
seek to acquire untendered outstanding notes in open market or privately
negotiated transactions, through subsequent exchange offers or otherwise. We
have no present plan to acquire any outstanding notes that are not tendered in
the exchange offer or to file a registration statement to permit resales of any
untendered outstanding notes, except as required by the registration rights
agreement.

                                      26

<PAGE>

                         Description of the New Notes

   We will issue the new notes, and we issued the outstanding notes, under an
indenture, dated as of June 1, 2002, between NCR and The Bank of New York, as
trustee, as supplemented by supplemental indenture no. 1 thereto, dated as of
June 6, 2002 (which are referred to collectively as the "indenture").

   The following discussion summarizes selected provisions of the indenture
under which the new notes will be issued. Because this is only a summary, it is
not complete and does not describe every aspect of the new notes and the
indenture. Whenever there is a reference to particular sections or defined
terms of the indenture, the sections or defined terms are incorporated by
reference, and the statement is qualified in its entirety by that reference.
Capitalized terms are terms that are defined in the indenture. References to
"NCR," "we," or "us" in this description of the notes refers to only NCR
Corporation, the issuer of the notes.

   If the exchange offer contemplated by this prospectus is consummated,
holders of outstanding notes who do not exchange those notes for new notes in
the exchange offer will vote together with holders of new notes for all
relevant purposes under the indenture. In that regard, the indenture requires
that certain actions by the holders pursuant to the indenture, including
acceleration following an Event of Default (as defined below), must be taken,
and certain rights must be exercised, by specified minimum percentages of the
aggregate principal amount of the outstanding notes issued under the indenture.
In determining whether holders of the requisite percentage in principal amount
have given any notice, consent or waiver or taken any other action permitted
under the indenture, any outstanding notes that remain outstanding after the
exchange offer will be aggregated with the new notes, and the holders of such
outstanding notes and the new notes will vote together as a single series for
all such purposes. Accordingly, all references herein to specified percentages
in aggregate principal amount of the notes outstanding is deemed to mean, at
any time after the exchange offer is consummated, such percentages in aggregate
principal amount of the outstanding notes and the new notes then outstanding.

   A copy of the indenture has been filed as an exhibit to the registration
statement which includes this prospectus. You should read the indenture for
provisions that may be important to you but which are not included in this
summary.

General Terms of the New Notes

   The new notes will mature on June 15, 2009 at 100% of their principal amount.

   The new notes:

  .   are unsecured and unsubordinated,

  .   rank equally with all of our other existing and future unsecured and
      unsubordinated debt, and

  .   will be structurally subordinated to all liabilities of our subsidiaries,
      including trade payables.

   The indenture does not limit the amount of notes, debentures or other
evidences of indebtedness that we may issue thereunder and provides that notes,
debentures or other evidences of indebtedness may be issued from time to time
in one or more series. We may from time to time, without giving notice to or
seeking the consent of the holders of the new notes, issue notes having the
same ranking and the same interest rate, maturity and other terms as the new
notes issued in the exchange offer. Any additional notes having such similar
terms, together with the applicable notes, will constitute a single series of
notes under the indenture.

   The new notes will bear interest at 7.125% per annum from December 15, 2002.

   We:

  .   will pay interest semiannually on June 15 and December 15 of each year,
      beginning on June 15, 2003,

  .   will pay interest to the persons in whose names the new notes were
      registered at the close of business on the next preceding June 1 and
      December 1, respectively,

                                      27

<PAGE>

  .   will compute interest on the basis of a 360-day year comprised of twelve
      30-day months,

  .   will make payment of interest and principal payable, and the new notes
      will be transferable or exchangeable, at the office or offices or agency
      maintained by us for this purpose, and

  .   may make payments by wire transfer for new notes held in book-entry form
      or by check mailed to registered holders at our option.

   Any payment otherwise required to be made in respect of the new notes on a
date that is not a business day may be made on the next succeeding business day
with the same force and effect as if made on that date. No additional interest
shall accrue as a result of a delayed payment. A business day is defined in the
indenture as a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.

   The new notes will be issued, and the outstanding notes were issued, only in
fully registered form without coupons in denominations of $1,000 or any whole
multiple of $1,000. No service charge will be made for any transfer or exchange
of the outstanding notes, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with a
transfer or exchange. The new notes will be represented, and the outstanding
notes are represented, by one or more global notes registered in the name of a
nominee of DTC. Except as described under "Book-Entry; Delivery and Form"
below, the new notes will not be issuable in certificated form.

   We have appointed the trustee at its corporate trust office as the paying
agent, transfer agent and registrar for the new notes. We will cause the
registrar to keep at its offices a registrar in which, subject to such
reasonable regulations as we may prescribe, we will provide for the
registration of the new notes and registration of transfers of the new notes.
We may vary or terminate the appointment of the paying agent or transfer agent,
or appoint additional or other such agents or approve any change in the office
through which any such agent acts. We will provide you with notice of any
resignation, termination or appointment of the trustee or the paying agent or
transfer agent, and of any change in the office through which any such agent
will act.

Optional Redemption

   The new notes may be redeemed, in whole or in part, at our option at any
time or from time to time. The redemption price for the new notes to be
redeemed on any redemption date will be equal to the greater of the following
amounts:

  .   100% of the principal amount of the new notes being redeemed on the
      redemption date, or

  .   the sum of the present values of the remaining scheduled payments of
      principal and interest on the new notes being redeemed on that redemption
      date (not including any portion of any payments of interest accrued to
      the redemption date) discounted to the redemption date on a semiannual
      basis at the Treasury Rate (as defined below), as determined by the
      Reference Treasury Dealer (as defined below), plus 37.5 basis points,

plus, in each case, accrued and unpaid interest on the new notes to the
redemption date. Notwithstanding the foregoing, installments of interest on new
notes that are due and payable on interest payment dates falling on or prior to
a redemption date will be payable on the interest payment date to the
registered holders as of the close of business on the relevant record date
according to the new notes and the indenture. The redemption price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

   We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each registered holder of the new notes to
be redeemed. Once notice of redemption is mailed, the notes

                                      28

<PAGE>

called for redemption will become due and payable on the redemption date and at
the applicable redemption price, plus accrued and unpaid interest to the
redemption date.

   "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the comparable Treasury Price
for such redemption date.

   "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the notes.

   "Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.

   "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc., Banc One
Capital Markets, Inc. or one of the other initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B)
any other Primary Treasury Dealer(s) selected by us.

   "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.

   On and after the redemption date, interest will cease to accrue on the new
notes or any portion of the new notes called for redemption (unless we default
in the payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with a paying agent (or the trustee) money
sufficient to pay the redemption price of and accrued interest on the new notes
to be redeemed on that date. If less than all of the new notes are to be
redeemed, the new notes to be redeemed shall be selected by lot by DTC, in the
case of new notes represented by a global note, or by the trustee by a method
the trustee deems to be fair and appropriate, in the case of new notes that are
not represented by a global note. The new notes will not be entitled to the
benefit of any mandatory redemption or sinking fund.

Certain Covenants of NCR

   There are no covenants or other provisions which would offer protection to
note holders in the event of a highly leveraged transaction, rating downgrade
or similar occurrence. Described below are certain covenants of NCR under the
indenture:

  Limitations on Liens

   Under the indenture, if we or any of our Restricted Subsidiaries (as defined
below) incur debt that is secured by a Principal Property (as defined below) or
stock or debt of a Restricted Subsidiary, we must secure the notes at least
equally and ratably with the secured debt.

                                      29

<PAGE>

   The foregoing restriction shall not apply to:

  .   liens on property, shares of stock or indebtedness (herein referred to as
      "Property") of any corporation existing at the time such corporation
      becomes a Restricted Subsidiary,

  .   liens arising out of an acquisition,

  .   purchase money and construction liens which are entered into or for which
      commitments are received within a certain time period,

  .   liens in our favor or in favor of a Restricted Subsidiary,

  .   liens on property owned or leased by us or a Restricted Subsidiary in
      favor of a governmental entity or in favor of the holders of securities
      issued by any such entity, pursuant to any contract or statute (including
      liens to secure debt of the industrial revenue bond type) or to secure
      any indebtedness incurred for the purpose of financing all or any part of
      the purchase price or the cost of construction of the property subject to
      such liens,

  .   liens existing at the date of the indenture,

  .   certain landlords' liens,

  .   liens to secure partial, progress, advance or other payments or any debt
      incurred for the purpose of financing all or part of the purchase price
      or cost of construction, development or substantial repair, alteration or
      improvement of the property subject to such lien if the commitment for
      such financing is obtained within one year after completion of or the
      placing into operation of such constructed, developed, repaired, altered
      or improved property,

  .   liens arising in connection with contracts with or made at the request of
      governmental entities,

  .   mechanics' and similar liens arising in the ordinary course of business
      in respect of obligations not due or being contested in good faith,

  .   liens arising from deposits with or the giving of any form of security to
      any governmental authority required as a condition to the transaction of
      business or exercise of any privilege, franchise or license,

  .   liens for taxes, assessments or governmental charges or levies which, if
      delinquent, are being contested in good faith,

  .   liens (including judgment liens) arising from legal proceedings being
      contested in good faith, or

  .   any extension, renewal or replacement of these categories of liens.

   However, if the total amount of our secured debt and the present value of
any remaining rent payments for certain sale and leaseback transactions
involving a Principal Property would not exceed 15% of our consolidated net
tangible assets, this requirement does not apply.

  Sale and Leaseback

   We will not enter, nor will we permit any Restricted Subsidiary to enter,
into a sale and leaseback transaction of any Principal Property (except for
temporary leases for a term of not more than three years and except for leases
between us and a Restricted Subsidiary or between Restricted Subsidiaries)
unless:

  .   we or such Restricted Subsidiary would be entitled to issue, assume or
      guarantee debt secured by the property involved at least equal in amount
      to the Attributable Debt (as defined below) in respect of such
      transaction without equally and ratably securing the notes (provided that
      such Attributable Debt shall thereupon be deemed to be debt subject to
      the provisions of the preceding paragraph), or

  .   an amount in cash equal to such Attributable Debt is applied to the
      non-mandatory retirement of our long-term non-subordinated debt or
      long-term debt of a Restricted Subsidiary.

                                      30

<PAGE>

  Definitions

   The term "Attributable Debt" is defined as the present value (discounted at
an appropriate rate) of the obligation of a lessee for rental payments during
the remaining term of any lease.

   The term "Subsidiary" is defined to mean any corporation which is
consolidated in our accounts and any corporation of which at least a majority
of the outstanding stock having voting power under ordinary circumstances to
elect a majority of the board of directors of that corporation is at the time
owned or controlled solely by us or in conjunction with or by one or more
Subsidiaries.

   The term "Restricted Subsidiary" is defined to mean any Subsidiary:

  .   substantially all the property of which is located within the continental
      United States,

  .   which owns a Principal Property, and

  .   in which our investment exceeds 5% of our consolidated assets as shown on
      our latest quarterly financial statements.

However, the term "Restricted Subsidiary" does not include any Subsidiary which
is principally engaged in certain types of leasing and financing activities.

   The term "Principal Property" is defined to mean any manufacturing,
warehouse, distribution or research and development plant or facility which is
located within the continental United States and is owned by us or any
Restricted Subsidiary. Our board of directors (or any duly authorized committee
of the board of directors) by resolution may create an exception by declaring
that any such plant or facility, together with all other plants and facilities
previously so declared, is not of material importance to the total business
conducted by us and our Restricted Subsidiaries as an entirety.

Events of Default

   An "Event of Default" with respect to the notes is defined as being:

  .   default for 30 days in payment of interest on any security,

  .   default in payment of principal of (or premium, if any, on) any security
      as and when the same becomes due either upon maturity, by declaration or
      otherwise,

  .   default by us in the performance of any of the other covenants or
      agreements in the indenture relating to the notes which shall not have
      been remedied within a period of 90 days after notice by the trustee or
      holders of at least 25% in aggregate principal amount of the notes then
      outstanding, or

  .   certain events of bankruptcy, insolvency or reorganization of NCR.

   The indenture provides that the trustee shall, with certain exceptions,
notify the holders of the notes of any Event of Default known to it and
affecting that series within 90 days after the occurrence of the Event of
Default.

   The indenture provides that if an Event of Default with respect to the notes
shall have occurred and is continuing (other than an event of default specified
in the last bullet point above), either the trustee or the holders of at least
25% in aggregate principal amount of the notes then outstanding may declare the
principal amount of all of the notes to be due and payable immediately.
However, upon certain conditions such declaration may be annulled and past
uncured defaults may be waived by the holders of a majority in principal amount
of the notes then outstanding. If any event of default specified in the last
bullet point above occurs with respect to us, all unpaid principal of, and
premium, if any, and accrued and unpaid interest and liquidated damages, if
any, on the notes then outstanding will automatically become due and payable
without any declaration or other act on the part of the trustee or any holder
of notes.

                                      31

<PAGE>

   Subject to the provisions of the indenture relating to the duties of the
trustee in case an Event of Default shall occur and be continuing, the trustee
shall be under no obligation to exercise any of the rights or powers in the
indenture at the request or direction of any of the holders of the notes,
unless the holders shall have offered to the trustee reasonable security or
indemnity.

   Subject to the provisions for security or indemnification and certain
limitations contained in the indenture, the holders of a majority in principal
amount of the outstanding notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
under the indenture or exercising any trust or power conferred on the trustee
with respect to the notes. The indenture requires the annual filing by us with
the trustee of a certificate as to compliance with certain covenants contained
in the indenture.

   No holder of any note will have any right to institute any proceeding with
respect to the indenture or for any remedy thereunder, unless the holder shall
have previously given the trustee written notice of an Event of Default with
respect to the notes and also the holders of at least 25% in aggregate
principal amount of the outstanding notes shall have made written request, and
offered indemnity satisfactory to the trustee, to the trustee to institute such
proceeding as trustee, and the trustee shall not have received from the holders
of a majority in aggregate principal amount of the outstanding notes a
direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days. However, any right of a holder of any note to
receive payment of the principal of (and premium, if any) and any interest on
such note on or after the due dates expressed in such note and to institute
suit for the enforcement of any such payment on or after such dates shall not
be impaired or affected without the consent of such holder.

Merger, Consolidation or Sale of Assets

   If, as a result of any consolidation or merger of NCR or any Restricted
Subsidiary with or into any other corporation, or upon any sale, conveyance or
lease of substantially all the properties of NCR or any Restricted Subsidiary,
any Principal Property or any shares of stock or indebtedness of any Restricted
Subsidiary becomes subject to a mortgage, pledge, security interest or other
lien or encumbrance, we will effectively provide that the notes shall be
secured equally and ratably by a direct lien on such Principal Property, shares
of stock or indebtedness. The lien should be prior to all liens other than any
liens already existing thereon, so long as the Principal Property, shares of
stock or indebtedness are subject to such mortgage, security interest, pledge,
lien or encumbrance.

Satisfaction and Discharge of Indenture

   The indenture, except for certain specified surviving obligations, will be
discharged and canceled upon the satisfaction of certain conditions, including
the payment of all the notes or the deposit with the trustee of cash or
appropriate government obligations or a combination of the two sufficient for
the payment or redemption in accordance with the indenture and the terms of the
notes.

Modification of the Indenture

   The indenture contains provisions permitting us and the trustee to execute
certain supplemental indentures adding, changing or eliminating any provisions
to the indenture or any supplemental indenture with respect to the notes or
modifying in any manner the rights of the holders of the notes. However, no
supplemental indenture may, among other things, (a) extend the final maturity
of any note, or reduce the rate or extend the time of payment of any interest
on any note, or reduce the principal amount of any note or premium on any note,
or reduce any amount payable upon any redemption of any note, without the
consent of the holder of each note so affected, or (b) reduce the percentage of
notes that is required to approve a supplemental indenture, without the consent
of the holders of all notes then outstanding.

                                      32

<PAGE>

Governing Law

   The indenture provides that it and the notes will be governed by, and
construed in accordance with, the laws of the State of New York.

Concerning the Trustee

   We maintain customary banking relationships with affiliates of The Bank of
New York, the trustee under the indenture.

Credit Agency Ratings

   At the time of the issuance of the outstanding notes, we received credit
agency ratings of BBB- from Standard & Poor's and Baa3 from Moody's Investors
Service. As of the date hereof, these ratings have not been changed. The
ratings represent a current opinion regarding our creditworthiness with respect
to a specific financial obligation such as the notes. A BBB- rating from
Standard & Poor's generally indicates that the notes exhibit adequate
protection parameters, however, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to meet our
financial commitment under the notes. The minus sign is used to show relative
standing within the rating category. A Baa3 rating from Moody's generally
indicates that interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such a rating also
indicates that the notes lack outstanding investment characteristics and in
fact have speculative characteristics as well. The number 3 indicates a ranking
in the lower end of the Baa rating category.

Book Entry; Delivery and Form

   The new notes will initially be represented by one or more permanent global
notes in definitive, fully registered book-entry form (the "Global Notes") that
will be registered in the name of Cede & Co., as nominee of DTC. The Global
Notes will be deposited on behalf of the acquirors of the new notes represented
thereby with a custodian for DTC for credit to the respective accounts of the
acquirors or to such other accounts as they may direct at DTC. See "The
Exchange Offer-Book-Entry Transfer."

  The Global Notes

   We expect that under procedures established by DTC:

  .   upon deposit of the Global Notes with DTC or its custodian, DTC will
      credit on its internal system portions of the Global Notes that shall be
      comprised of the corresponding respective amounts of the Global Notes to
      the respective accounts of persons who have accounts with such depositary
      ("participants"), and

  .   ownership of the new notes will be shown on, and the transfer of
      ownership thereof will be effected only through, records maintained by
      DTC or its nominee, with respect to interests of participants, and the
      records of participants, with respect to interests of persons other than
      participants.

   So long as DTC or its nominee is the registered owner or holder of any of
the new notes, DTC or such nominee will be considered the sole owner or holder
of such new notes represented by the Global Notes for all purposes under the
indenture. No beneficial owner of an interest in the Global Notes will be able
to transfer such interest except in accordance with the applicable procedures
of DTC in addition to those provided for under the indenture.

   Payments on the new notes represented by the Global Notes will be made to or
at the direction of DTC or its nominee, as the case may be, as the registered
owner thereof. Neither NCR nor the trustee will have any

                                      33

<PAGE>

responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global Notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.

   We expect that DTC or its nominee, upon receipt of any payment on the new
notes represented by the Global Notes, will credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the Global Notes as shown in the records of DTC or its nominee. We also expect
that payments by participants and indirect participants to owners of beneficial
interests in the Global Notes held through such participants will be governed
by standing instructions and customary industry practice as is now the case
with securities held for the accounts of customers registered in the names of
nominees for such customers. Such payment will be the responsibility of such
participants or the indirect participants and the DTC.

   Transfers between participants in DTC will be effected in accordance with
DTC rules and will be settled in same-day funds. If a holder requires physical
delivery of a certificated security for any reason, including to sell new notes
to persons in jurisdictions that require physical delivery of such security or
to pledge such notes, such holder must transfer its interest in the Global
Notes in accordance with the normal procedures of DTC and the procedures in the
indenture.

   DTC has advised us that DTC will take any action permitted to be taken by a
holder of new notes, including the presentation of new notes for exchange as
described below, only at the direction of one or more participants to whose
account the DTC interests in the Global Notes are credited and only in respect
of the aggregate principal amount as to which such participant or participants
has or have given such direction. However, if there is an event of default
under the indenture, DTC will exchange the Global Notes for certificated notes
that it will distribute to its participants.

   DTC has advised us as follows:

  .   DTC is a limited-purpose company organized under the New York Banking
      Law, a "banking organization" within the meaning of the New York Banking
      Law, a member of the Federal Reserve System, a "clearing corporation"
      within the meaning of the Uniform Commercial Code, as amended, and a
      "clearing agency" registered under the provisions of Section 17A of the
      Securities Exchange Act of 1934,

  .   DTC holds securities that its participants deposit with DTC and
      facilitates the clearance and settlement among participants of securities
      transactions, such as transfers and pledges, in deposited securities
      through electronic book-entry changes in participants' accounts, thereby
      eliminating the need for physical transfer and delivery of securities
      certificates,

  .   direct participants include securities brokers and dealers, banks, trust
      companies, clearing corporations and other organizations,

  .   DTC is owned by a number of its participants and by the New York Stock
      Exchange, Inc., the American Stock Exchange, Inc. and the NASD,

  .   access to the DTC system is also available to others such as securities
      brokers and dealers, banks and trust companies that clear through or
      maintain a custodial relationship with a direct participant, either
      directly or indirectly, and

  .   the rules applicable to DTC and its participants are on file with the SEC.

   Although DTC is expected to follow these procedures in order to facilitate
transfers of interests in the Global Notes among participants of DTC, it is
under no obligation to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC or its direct or indirect
participants on their respective obligations under the rules and procedures
governing their operations.

                                      34

<PAGE>

  Certificated Notes

   Interests in the Global Notes will be exchanged for certificated notes if:

  .   DTC or any successor depositary (the "Depositary") notifies us that it is
      unwilling or unable to continue as depositary or clearing system for the
      Global Notes, or DTC ceases to be a "clearing agency" registered under
      the Securities Exchange Act of 1934, and a successor depositary is not
      appointed by us within 90 days of such notice or cessation,

  .   we determine not to have the new notes represented by Global Notes, or

  .   upon the occurrence and continuation of an Event of Default under the
      indenture.

Upon the occurrence of any of the events described in the preceding sentence,
we will cause the appropriate certificated notes to be delivered to the
beneficial owners of the new notes represented by the Global Notes.

   Neither we nor the trustee will be liable for any delay by the Depositary,
its nominee, or any participant or indirect participant in identifying the
beneficial owners of the related notes. Each such person may conclusively rely
on, and will be protected in relying on, instructions from such Depositary or
nominee for all purposes, including the registration and delivery, and the
respective principal amounts, of the new notes to be issued.

                                      35

<PAGE>

                    United States Federal Tax Consequences

   The following discussion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury regulations, judicial authority and
administrative rulings and practice. We can give you no assurance that the
Internal Revenue Service will not take a contrary view, and we have not sought
and will not seek a ruling from the IRS. Legislative, judicial or
administrative changes or interpretations may be forthcoming that could alter
or modify the statements and conditions described in this section. These
changes or interpretations may be retroactive and could affect the tax
consequences to you. Unless otherwise stated, this discussion is limited to the
tax consequences to those persons who are original beneficial owners of the
notes ("Holders") and who hold such notes as capital assets within the meaning
of Section 1221 of the Code. This discussion does not consider any specific
facts or circumstances that may apply to a particular Holder (including, for
example, a financial institution, a broker-dealer, an insurance company, a
tax-exempt organization, a person that holds notes as part of a straddle,
hedge, conversion transaction, or other integrated investment).

   YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE UNITED STATES
FEDERAL TAX CONSEQUENCES OF EXCHANGING YOUR OUTSTANDING NOTES FOR NEW NOTES, AS
WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY FOREIGN,
STATE, LOCAL, OR OTHER TAXING JURISDICTION.

   The exchange of outstanding notes for new notes pursuant to the exchange
offer will not be treated as an "exchange" for U.S. federal income tax purposes
because the new notes will not be considered to differ materially either in
kind or extent from the outstanding notes. As a result, there will be no U.S.
federal income tax consequences to Holders exchanging outstanding notes for new
notes pursuant to the exchange offer.

                                 Legal Matters

   Certain legal matters in connection with the exchange offer will be passed
upon for us by Baker Botts L.L.P.

                                    Experts

   The consolidated financial statements of NCR Corporation incorporated in
this prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2002 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                      36

<PAGE>

================================================================================



                                 $300,000,000




[LOGO] NCR


                               Offer to Exchange

                         7.125% Senior Notes due 2009

                                      for

                         7.125% Senior Notes due 2009




                               -----------------

                                  PROSPECTUS

                               -----------------






                                April 10, 2003




================================================================================

<PAGE>

                                    PART II

                  INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.  Indemnification of Directors and Officers

   NCR's Articles of Incorporation, as amended and restated (the "Charter")
limits the personal liability of its directors and officers to the maximum
extent permitted by Maryland law. Section 2-405.2 of the Maryland General
Corporation Law authorizes the Company to limit the liability of its directors
and officers to the Company and its stockholders for money damages except (i)
to the extent that it is proved that the director or officer actually received
an improper benefit or profit in money, property or services, for the amount of
the benefit or profit actually received, or (ii) to the extent that a judgment
or other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or
officer's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding.

   The Charter provides that NCR will indemnify its directors and officers,
whether serving the Company or, at its request, any other entity, to the
fullest extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the fullest extent permitted by law. The Company's Bylaws, as
amended and restated (the "Bylaws") currently contain provisions implementing
the foregoing. Under the Bylaws, however, directors and officers are not
entitled to indemnification by the Company or the advancement of expenses,
unless (i) the officer or director requesting indemnification has met the
requisite standard of conduct, or (ii) indemnification is required under the
General Laws of the State of Maryland now or hereafter in force. Under Section
2-418(b) of the Maryland General Corporation Law, an officer or director
requesting indemnification shall have met the requisite standard of conduct
unless it is established that: (a) the act or omission of the director or
officer was material to the matter giving rise to the proceeding, and (i) was
committed in bad faith, or (ii) was the result of active and deliberate
dishonesty; (b) the director or officer actually received an improper benefit
in money, property or services; or (c) in the case of a criminal proceeding,
the director or officer had reasonable cause to believe the act or omission was
unlawful. Under Section 2-418(b) of the Maryland General Corporation Law,
indemnification may be against judgments, penalties, fines, settlements, and
reasonable expenses (including attorneys' fees) actually incurred by a director
in connection with a proceeding. The foregoing indemnification could apply to
liabilities under the Securities Act of 1933 in certain circumstances. If,
however, the proceeding was one by or in the right of the Company and the
director was adjudged liable to the Company, the Company may not indemnify the
director.

   Under the Charter, the rights of indemnification of the Company's officers
and directors are not exclusive of any other rights to which they may be
entitled. The Board of Directors may take such action as is necessary to carry
out such indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such bylaws, resolutions or contracts
implementing such provisions or such further indemnification arrangements as
may be permitted by law. No amendment of the Charter, or of any such bylaw,
resolution or contract, or repeal of any of their provisions will limit or
eliminate the right to indemnification provided thereunder with respect to acts
or omissions occurring prior to such amendment or repeal.

   In addition, NCR's Bylaws provide that the Company shall advance to its
directors and officers, whether serving the Company or at its request any other
entity, expenses, including the providing by the Company to a director or
officer who has been named a party to a proceeding, of legal representation by,
or at the expense of, the Company, to the full extent permitted by law and as
permitted under the Bylaws. Any request for an advance of expenses by an
officer or director shall contain (1) a written affirmation by the officer or
director of his or her good faith belief he or she has met the standard of
conduct necessary for indemnification, and (2) a written undertaking by or on
behalf of the officer or director to repay the amount advanced if it is
ultimately determined that he or she did not meet the necessary standard of
conduct. The right of an officer or director to

                                     II-1

<PAGE>

indemnification and advance of expenses under the Bylaws shall be enforceable
by the officer or director entitled to request indemnification in any court of
competent jurisdiction, if (a) the Company denies such request, in whole or in
part, or (b) no disposition thereof is made within sixty (60) days.

   Maryland corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The Company
currently has in effect a directors' and officers' liability insurance policy
in order to protect them against liability, including with respect to the
matters covered by the foregoing indemnities.

ITEM 21.  Exhibits and Financial Schedules

   (a) Exhibits

   The following instruments and documents are included as Exhibits to this
Registration Statement. Exhibits incorporated by reference are so indicated by
parenthetical information.


<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<C>         <S>
    4.1     Indenture dated as of June 1, 2002 between the Company and The Bank of New York (filed as
            Exhibit 4.4 to NCR's Quarterly Report on Form 10-Q for the period ended June 30, 2002 and
            incorporated herein by reference)
    4.5     Registration Rights Agreement dated June 6, 2002 by and between the Company and Salomon
            Smith Barney Inc., Banc One Capital Markets, Inc., BNY Capital Markets, Inc., Fleet Securities,
            Inc., J.P. Morgan Securities Inc. and McDonald Investments Inc. relating to $300,000,000
            principal amount of 7.125% Senior Notes due 2009 (filed as Exhibit 4.5 to NCR's Quarterly
            Report on Form 10-Q for the period ended June 30, 2002 and incorporated herein by reference)
    4.8     Terms of 7.125% Senior Notes due 2009, including the form of notes (filed as Exhibit 4.6 to
            NCR's Quarterly Report on Form 10-Q for the period ended June 30, 2002 and incorporated
            herein by reference)
    5.1     Opinion of Baker Botts L.L.P.
   12.1     Computation of ratio of earnings to fixed charges (filed as Exhibit 12.1 to NCR's Amendment No.
            1 to Registration Statement on Form S-4)
   23.1     Consent of PricewaterhouseCoopers LLP
   23.2     Consent of Baker Botts L.L.P. (contained in their opinion filed as Exhibit 5.1)
   25.1     Statement of Eligibility under the Trust Indenture Act of 1939, of The Bank of New York (filed as
            Exhibit 25.1 to NCR's Amendment No. 1 to Registration Statement on Form S-4)
   99.1     Form of Letter of Transmittal
   99.2     Form of Notice of Guaranteed Delivery
   99.3     Form of Letter to The Depository Trust Company Participants
   99.4     Form of Letter to Clients
</TABLE>




   (b) Financial Statement Schedules

   Not applicable.

ITEM 22.  Undertakings

   (a)  The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made,
   a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement.

                                     II-2

<PAGE>

       Notwithstanding the foregoing, any increase or decrease in volume of
       securities offered (if the total dollar value of securities offered
       would not exceed that which was registered) and any deviation from the
       low or high end of the estimated maximum offering range may be reflected
       in the form of prospectus filed with the Commission pursuant to Rule
       424(b) under the Securities Act if, in the aggregate, the changes in
       volume and price represent no more than a 20 percent change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement;

          (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

      (2) That, for the purpose of determining any liability under the
   Securities Act, each such post-effective amendment shall be deemed to be a
   new registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c)  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless,
in the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

   (d)  The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

   (e)  The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                     II-3

<PAGE>

                                  SIGNATURES


   Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Dayton, State of Ohio, on
April 10, 2003.


<TABLE>
                                              <C> <S>
                                              NCR CORPORATION
                                              By        /s/  Mark V. Hurd
                                                  -----------------------------
                                                          Mark V. Hurd
                                                          President and
                                                     Chief Executive Officer
</TABLE>

<TABLE>
<CAPTION>
          Signature                             Title                        Date
          ---------                             -----                        ----
<S>                            <C>                                      <C>
      /s/  Mark V. Hurd        President, Chief Executive
- -----------------------------    Officer and
        Mark V. Hurd             Director (principal executive officer) March 26, 2003

      /s/  Earl Shanks         Senior Vice President and
- -----------------------------    Chief Financial Officer
         Earl Shanks             (principal financial and
                                 accounting officer)                    March 24, 2003

      /s/  Lars Nyberg         Chairman of the Board and
- -----------------------------    Director
         Lars Nyberg                                                    March 31, 2003

    /s/  Edward P. Boykin      Director
- -----------------------------
      Edward P. Boykin                                                  March 31, 2003

    /s/  Mark P. Frissora      Director
- -----------------------------
      Mark P. Frissora                                                  March 25, 2003

    /s/  David R. Holmes       Director
- -----------------------------
       David R. Holmes                                                  March 26, 2003

  /s/  Linda Fayne Levinson    Director
- -----------------------------
    Linda Fayne Levinson                                                March 31, 2003

     /s/  James R. Long        Director
- -----------------------------
        James R. Long                                                    April 1, 2003

     /s/  C.K. Prahalad        Director
- -----------------------------
        C.K. Prahalad                                                   March 24, 2003

    /s/  James O. Robbins      Director
- -----------------------------
      James O. Robbins                                                  March 25, 2003

/s/  William S. Stavropoulos   Director
- -----------------------------
   William S. Stavropoulos                                              March 24, 2003
</TABLE>

                                     II-4

<PAGE>

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit No.                                              Exhibit
- -----------                                              -------
<C>         <S>
    4.1     Indenture dated as of June 1, 2002 between the Company and The Bank of New York (filed as
            Exhibit 4.4 to NCR's Quarterly Report on Form 10-Q for the period ended June 30, 2002 and
            incorporated herein by reference)
    4.5     Registration Rights Agreement dated June 6, 2002 by and between the Company and Salomon
            Smith Barney Inc., Banc One Capital Markets, Inc., BNY Capital Markets, Inc., Fleet Securities,
            Inc., J.P. Morgan Securities Inc. and McDonald Investments Inc. relating to $300,000,000
            principal amount of 7.125% Senior Notes due 2009 (filed as Exhibit 4.5 to NCR's Quarterly
            Report on Form 10-Q for the period ended June 30, 2002 and incorporated herein by reference)
    4.8     Terms of 7.125% Senior Notes due 2009, including the form of notes (filed as Exhibit 4.6 to
            NCR's Quarterly Report on Form 10-Q for the period ended June 30, 2002 and incorporated
            herein by reference)
    5.1     Opinion of Baker Botts L.L.P.
   12.1     Computation of ratio of earnings to fixed charges (filed as Exhibit 12.1 to NCR's Amendment No.
            1 to Registration Statement on Form S-4)
   23.1     Consent of PricewaterhouseCoopers LLP
   23.2     Consent of Baker Botts L.L.P. (contained in their opinion filed as Exhibit 5.1)
   25.1     Statement of Eligibility under the Trust Indenture Act of 1939, of The Bank of New York (filed as
            Exhibit 25.1 to NCR's Amendment No. 1 to Registration Statement on Form S-4)
   99.1     Form of Letter of Transmittal
   99.2     Form of Notice of Guaranteed Delivery
   99.3     Form of Letter to The Depository Trust Company Participants
   99.4     Form of Letter to Clients
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF BAKER BOTTS L.L.P.
<TEXT>
<PAGE>

                                                                     Exhibit 5.1


                            [BAKER BOTTS LETTERHEAD]

                                  April 3, 2003

NCR Corporation
1700 South Patterson Blvd.
Dayton, Ohio 45479

     Re:  Registration Statement on Form S-4 relating to 7.125% Senior Notes due
          2009

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by NCR Corporation, a Maryland corporation
("NCR"), with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the registration under the Act of $300,000,000 aggregate principal amount of
7.125% Senior Notes due 2009 (the "New Notes") to be offered by NCR in exchange
(the "Exchange Offer") for a like principal amount of its issued and outstanding
7.125% Senior Notes due 2009 (the "Outstanding Notes"). As set forth in the
Registration Statement, we are passing upon certain legal matters for NCR in
connection with the Exchange Offer. The New Notes are to be issued under an
Indenture dated as of June 1, 2002 between NCR and The Bank of New York, as
trustee, as supplemented by Supplemental Indenture No. 1 thereto, dated as of
June 6, 2002 (collectively the "Indenture"). At your request, this opinion is
being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

          In our capacity as counsel to NCR in connection with the Exchange
Offer, we have examined each of (i) NCR's Articles of Amendment and Restatement
and Amended and Restated Bylaws, each as amended to date; (ii) the Indenture;
and (iii) the originals, or copies certified or otherwise identified, of
corporate records of NCR, including minute books of NCR as furnished to us by
NCR, certificates of public officials and of representatives of NCR, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certain certificates of
officers of NCR with respect to the accuracy of the material factual matters
contained in such certificates. We have assumed that all signatures on documents
examined by us are genuine, all documents submitted to us are authentic and all
documents submitted as certified or photostatic copies conform to the originals
thereof.

          On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that when
(i) the Registration Statement has become effective under the Act and (ii) the
New Notes have been duly executed, authenticated and delivered in accordance
with the provisions of the Indenture and issued in exchange for

<PAGE>

NCR Corporation
April 3, 2003
Page 2

Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange
Offer as contemplated in the Registration Statement:

          1.  The Indenture has been duly authorized, executed and delivered by
NCR and the New Notes will constitute legal, valid and binding obligations of
NCR enforceable against NCR in accordance with their terms, except as the same
may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium or other laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general principles of equity and public
policy (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

          2.  The statements in the Registration Statement under the caption
"United States Federal Tax Consequences" insofar as such statements constitute
summaries of legal matters fairly summarize in all material respects the matters
referred to therein.

          The opinions set forth above are limited in all respects to the laws
of the State of New York, State of Maryland, and applicable federal laws of the
United States, each as in effect on the date hereof. This opinion speaks as of
the date hereof, and we disclaim any obligation to update this opinion.

          We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement and to the reference to our firm under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

                                             Very truly yours,

                                             /s/ Baker Botts L.L.P.

                                             BAKER BOTTS L.L.P.

                                                  /s/ By James R. Doty

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.1

                       Consent of Independent Accountants


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of NCR Corporation of our report dated January 20, 2003
relating to the financial statements, which appears in NCR Corporation's 2002
Annual Report to Shareholders, which is incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 2002. We also consent to the
incorporation by reference of our report dated January 20, 2003 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
We also consent to the references to us under the headings "Experts" in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP


Dayton, Ohio
April 10, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>dex991.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                                 NCR CORPORATION
                              LETTER OF TRANSMITTAL
                                       for
                            Tender of all Outstanding
                          7.125% Senior Notes due 2009
                                 in Exchange for
                          7.125% Senior Notes due 2009

- --------------------------------------------------------------------------------

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
          ON May 14, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE")
            OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE
        WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
                              THE EXPIRATION DATE

- --------------------------------------------------------------------------------


                         Deliver to the Exchange Agent:
                             The Bank of New York

   By Hand or by Courier:                   By Mail(registered or certified
                                            mail recommended) or
                                            by Overnight Delivery:

   The Bank of New York                            The Bank of New York
Corporate Trust Operations                      Corporate Trust Operations
    Reorganization Unit                             Reorganization Unit
101 Barclay Street - Lobby Window               101 Barclay Street - 7E
    New York, NY 10286                              New York, NY 10286
Attn: Mr. Bernard Arsenec                       Attn: Mr. Bernard Arsenec

           By Facsimile (for eligible institutions only): (212) 298-1915
                To Confirm Receipt by Telephone: (212) 815-5098

     Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.

     The undersigned hereby acknowledges receipt and review of the Prospectus
dated April 10, 2003 (the "Prospectus") of NCR Corporation, a Maryland
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe the Company's offer (the "Exchange
Offer") to exchange its 7.125% Senior Notes due 2009 (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for a like principal amount of its issued and outstanding 7.125%
Senior Notes due 2009 (the "Outstanding Notes"). Capitalized terms used but not
defined herein have the respective meaning given to them in the Prospectus.

     IF YOU DESIRE TO EXCHANGE YOUR 7.125% SENIOR NOTES DUE 2009 FOR AN EQUAL
AGGREGATE PRINCIPAL AMOUNT OF 7.125% SENIOR NOTES DUE 2009, YOU MUST VALIDLY
TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.

     The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent of any extension by oral or written notice and
will make a public announcement thereof, each prior to 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.

<PAGE>


     This Letter of Transmittal is to be used by a holder of Outstanding Notes
(i) if certificates of Outstanding Notes are to be forwarded herewith or (ii) if
delivery of Outstanding Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"DTC") pursuant to the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Book-Entry Transfer." Holders of Outstanding Notes whose
Outstanding Notes are not immediately available, or who are unable to deliver
their Outstanding Notes, this Letter of Transmittal and all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date, or who are unable to complete the procedure for book-entry
transfer on a timely basis, must tender their Outstanding Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
Delivery of documents to the DTC does not constitute delivery to the Exchange
Agent.

     The term "holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Outstanding
Notes must complete this Letter of Transmittal in its entirety.

     YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ
THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

     THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

     List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
 DESCRIPTION OF OUTSTANDING NOTES TENDERED
- -----------------------------------------------------------------------------------------------
                                                   Outstanding Note(s) Tendered
                                                  ---------------------------------------------
      Name(s) and Address(es) of
              Registered                                           Aggregate
     Holder(s) Exactly as Name(s)                                  Principal
    Appear(s) on Outstanding Notes                                   Amount         Principal
      (Please Fill In, If Blank)                  Registered      Represented         Amount
                                                  Number(s)*       by Note(s)       Tendered**
- -----------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>
                                                  _____________________________________________

                                                  _____________________________________________

                                                  Total
- -----------------------------------------------------------------------------------------------
</TABLE>

*    Need not be completed by book-entry holders.

**   Unless otherwise indicated, any tendering holder of Outstanding Notes will
be deemed to have tendered the entire aggregate principal amount represented by
such Outstanding Notes. All tenders must be in integral multiples of $1,000.

<PAGE>


[_]  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

[_]  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTES ARE
     BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY
     THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Tendering Institution:__________________________________________________

Account Number:_________________________________________________________________

Transaction Code Number:________________________________________________________


[_]  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTES ARE
     BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED
     HEREWITH (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered holder(s) of Outstanding Notes:___________________________
________________________________________________________________________________

Date of Execution of Notice of Guaranteed Delivery:_____________________________

Window Ticket Number (if available):____________________________________________

Name of Eligible Institution that Guaranteed Delivery:__________________________
________________________________________________________________________________

Account Number (if delivered by book-entry transfer):___________________________
________________________________________________________________________________

[_]  CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH
     TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS
     OR SUPPLEMENTS THERETO:

Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________

Number of Additional Copies:_____________________

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Outstanding Notes, it acknowledges that the
Outstanding Notes were acquired as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of such New Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

<PAGE>


                        SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of Outstanding
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Outstanding Notes tendered in accordance with this
Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers
to the Company all right, title and interest in and to the Outstanding Notes
tendered for exchange hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact for
the undersigned (with full knowledge that said Exchange Agent also acts as the
agent for the Company in connection with the Exchange Offer) with respect to the
tendered Outstanding Notes with full power of substitution to (i) deliver such
Outstanding Notes, or transfer ownership of such Outstanding Notes on the
account books maintained by the DTC, to the Company and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Outstanding Notes
for transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Outstanding Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest, subject only to the right of withdrawal described in the prospectus.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Notes tendered hereby and to acquire the New Notes issuable upon the
exchange of such tendered Outstanding Notes, and that the Company will acquire
good, marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right or restriction or proxy of any kind, when the same are accepted for
exchange by the Company. The undersigned has read and agrees to all of the terms
of the Exchange Offer.

     The undersigned acknowledge(s) that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the New Notes issued in exchange
for the Outstanding Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holders' business and such
holders are not engaging in and have no arrangement or understanding with any
person to participate in a distribution of such New Notes. The undersigned
hereby further represent(s) to the Company that (i) any New Notes acquired in
exchange for Outstanding Notes tendered hereby are being acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not the undersigned, (ii) neither the undersigned nor any such other person is
engaging in or intends to engage in a distribution of the New Notes, (iii)
neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such New
Notes, (iv) neither the holder nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company or, if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, and (v) if the
undersigned is a broker-dealer, such person has acquired the Outstanding Notes
as a result of market-making activities or other trading activities.

     If the undersigned or the person receiving the New Notes is a broker-dealer
that is receiving New Notes for its own account in exchange for Outstanding
Notes that were acquired as a result of market-making activities or other
trading activities, the undersigned acknowledges that it or such other person
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that the undersigned or such other person is an
"underwriter" within the meaning of the Securities Act. The undersigned
acknowledges that if the undersigned is participating in the Exchange Offer for
the purpose of distributing the New Notes (i) the undersigned cannot rely on the
position of the staff of the SEC in certain no-action letters and, in the
absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes, in which case the registration
statement must contain the selling security holder information required by Item
507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure
to comply with such requirements in

<PAGE>


such instance could result in the undersigned incurring liability under the
Securities Act for which the undersigned is not indemnified by the Company.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Outstanding
Notes tendered hereby, including the transfer of such Outstanding Notes on the
account books maintained by the DTC.

     For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Outstanding Notes when, as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Outstanding Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions" as promptly as practicable after the
Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.

     The undersigned acknowledges that the Company's acceptance of properly
tendered Outstanding Notes pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus and
in the instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer.

     Unless otherwise indicated under "Special Issuance Instructions," please
issue the New Notes issued in exchange for the Outstanding Notes accepted for
exchange and return any Outstanding Notes not tendered or not exchanged, in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail or deliver the New Notes issued in exchange
for the Outstanding Notes accepted for exchange and any Outstanding Notes not
tendered or not exchanged (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signatures). In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the New Notes issued in exchange for
the Outstanding Notes accepted for exchange in the name(s) of, and return any
Outstanding Notes not tendered or not exchanged to, the person(s) so indicated.
In the case of book-entry delivery of Outstanding Notes, the Exchange Agent will
credit the account maintained by DTC with any Outstanding Notes not tendered.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Outstanding Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Outstanding Notes so tendered
for exchange.

<PAGE>


<TABLE>
<S>                                                           <C>
- -------------------------------------------------------      -------------------------------------------------------
             SPECIAL ISSUANCE INSTRUCTIONS                               SPECIAL DELIVERY INSTRUCTIONS
              (SEE INSTRUCTIONS 5 AND 6)                                   (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Notes in a           To be completed ONLY if Outstanding Notes in a
principal amount not tendered, or New Notes issued in        principal amount not tendered, or New Notes Issued,
exchange for Outstanding Notes accepted for exchange,        in exchange for Outstanding Notes accepted for
are to be issued in the name of someone other than the       exchange, are to be mailed or delivered to someone
undersigned, or (ii) if Outstanding Notes tendered by        other than the undersigned, or to the undersigned at
book-entry transfer which are not exchanged are to be        an address other than that shown below the
returned by credit to an account maintained at the           undersigned's signature.
DTC.  Issue New Notes and/or Outstanding Notes to:
                                                             Mail or deliver New Notes and/or Outstanding Notes to:

Name:_________________________________________________       Name: ________________________________________________
Address:______________________________________________       Address:______________________________________________

______________________________________________________       ______________________________________________________
                  (include ZIP Code)                                            (include ZIP Code)

______________________________________________________       ______________________________________________________
    (Tax Identification or Social Security Number)               (Tax Identification or Social Security Number)

                (Please Type or Print)                                        (Please Type or Print)
- -------------------------------------------------------      ------------------------------------------------------
</TABLE>

[_]  Credit unexchanged Outstanding Notes delivered by book-entry transfer to
     the DTC account set forth below:

DTC Account Number:_____________________________________________________________

                                    IMPORTANT
                         PLEASE SIGN HERE WHETHER OR NOT
             OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY

                (Complete Accompanying Substitute Form W-9 Below)

X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
            (Signature(s) of Registered Holders of Outstanding Notes)

     Dated _____________________________________________________________, 2003
(The above lines must be signed by the registered holder(s) of Outstanding Notes
as your name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i) set forth his or her full title below and (ii)

<PAGE>


unless waived by the Company, submit evidence satisfactory to the Company of
such person's authority so to act. See Instruction 5 regarding the completion of
this Letter of Transmittal, printed below.)

Name(s):________________________________________________________________________
                             (Please Type or Print)

Capacity:_______________________________________________________________________

Address:________________________________________________________________________

        ________________________________________________________________________
                               (Include ZIP Code)

Area Code and Telephone Number:_________________________________________________


                          MEDALLION SIGNATURE GUARANTEE
                         (If Required by Instruction 5)

Certain signatures must be Guaranteed by an Eligible Institution.

Signature(s) Guaranteed by an
Eligible Institution:___________________________________________________________
                                     (Authorized Signature)

     ___________________________________________________________________________
                                     (Title)

     ___________________________________________________________________________
                                  (Name of Firm)

     ___________________________________________________________________________
                             (Address, Include ZIP Code)

     ___________________________________________________________________________
                           (Area Code and Telephone Number)

Dated:____________________________________________________________________, 2003

<PAGE>


                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.   Delivery of this Letter of Transmittal and Outstanding Notes or
Book-Entry Confirmations. All physically delivered Outstanding Notes or any
confirmation of a book-entry transfer to the Exchange Agent's account at the DTC
of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered Outstanding Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. Instead of delivery by mail, it is recommended that the holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure delivery to the Exchange Agent before the Expiration Date.
NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.

     2.   Guaranteed Delivery Procedures. Holders who wish to tender their
Outstanding Notes and (a) whose Outstanding Notes are not immediately available,
or (b) who cannot deliver their Outstanding Notes, this Letter of Transmittal or
any other documents required hereby to the Exchange Agent prior to the
Expiration Date or (c) who are unable to comply with the applicable procedures
under DTC's Automated Tender Offer Program on a timely basis, must tender their
Outstanding Notes according to the guaranteed delivery procedures set forth in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through a firm which is a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc., a commercial bank or a
trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (each an "Eligible Institution"); (ii) prior to the Expiration
Date, the Exchange Agent must have received from the Eligible Institution a
properly completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) or a properly transmitted agent's message
and Notice of Guaranteed Delivery setting forth the name and address of the
holder of the Outstanding Notes, the registration number(s) of such Outstanding
Notes and the total principal amount of Outstanding Notes tendered, stating that
the tender is being made thereby and guaranteeing that, within three New York
Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal (or facsimile hereof) or agent's message in lieu hereof, together
with the Outstanding Notes in proper form for transfer (or a Book-Entry
Confirmation) and any other documents required hereby, will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) the certificates for all
physically tendered shares of Outstanding Notes, in proper form for transfer (or
Book-Entry Confirmation, as the case may be), this Letter of Transmittal (or
facsimile hereof) or agent's message and all other documents required hereby are
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.

     Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above.

     See "The Exchange Offer-- Guaranteed Delivery Procedures" section of the
Prospectus.

     3.   Tender by Holder. Only a holder of Outstanding Notes may tender such
Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding
Notes who is not the registered holder and who wishes to tender should arrange
with the registered holder to execute and deliver this Letter of Transmittal on
his behalf or must, prior to completing and executing this Letter of Transmittal
and delivering his Outstanding Notes, either make appropriate arrangements to
register ownership of the Outstanding Notes in such holder's name or obtain a
properly completed bond power from the registered holder.

     4.   Partial Tenders. Tenders of Outstanding Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Outstanding Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of
Outstanding Notes Tendered" above. The entire principal amount of Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Outstanding
Notes is

<PAGE>


not tendered, then Outstanding Notes for the principal amount of Outstanding
Notes not tendered and New Notes issued in exchange for any Outstanding Notes
accepted will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at DTC designated herein) to the holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, promptly after the Outstanding Notes are
accepted for exchange.

     5.   Signatures on this Letter of Transmittal; Bond Powers and
Endorsements; Medallion Guarantee of Signatures. If this Letter of Transmittal
(or facsimile hereof) is signed by the record holder(s) of the Outstanding Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Outstanding Notes without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a
participant in the DTC, the signature must correspond with the name as it
appears on the security position listing as the holder of the Outstanding Notes.

     If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby and
the New Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Outstanding Notes is to be reissued) to the registered
holder, the said holder need not and should not endorse any tendered Outstanding
Notes, nor provide a separate bond power. In any other case, such holder must
either properly endorse the Outstanding Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.

     If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Outstanding Notes listed,
such Outstanding Notes must be endorsed or accompanied by appropriate bond
powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.

     If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, evidence satisfactory to the Company
of their authority to act must be submitted with this Letter of Transmittal.

     Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.

     No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Outstanding Notes
tendered herein (or by a participant in the DTC whose name appears on a security
position listing as the owner of the tendered Outstanding Notes) and the New
Notes are to be issued directly to such registered holder(s) (or, if signed by a
participant in the DTC, deposited to such participant's account at such DTC) and
neither the box entitled "Special Delivery Instructions" nor the box entitled
"Special Registration Instructions" has been completed, or (ii) such Outstanding
Notes are tendered for the account of an Eligible Institution. In all other
cases, all signatures on this Letter of Transmittal (or facsimile hereof) must
be guaranteed by an Eligible Institution.

     6.   Special Registration and Delivery Instructions. Tendering holders
should indicate, in the applicable box or boxes, the name and address (or
account at the DTC) to which New Notes or substitute Outstanding Notes for
principal amounts not tendered or not accepted for exchange are to be issued or
sent, if different from the name and address of the person signing this Letter
of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.

     7.   Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer.
If, however, New Notes or Outstanding Notes for principal amounts not tendered
or accepted for exchange are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered holder of the
Outstanding Notes tendered hereby, or if tendered Outstanding Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

<PAGE>


     8.   Tax Identification Number. Federal income tax law requires that a
holder of any Outstanding Notes or New Notes must provide the Company (as payer)
with its correct taxpayer identification number ("TIN"), which, in the case of a
holder who is an individual is his or her social security number. If the Company
is not provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding of 31% on
interest payments on the New Notes.

     To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) such holder is exempt from backup withholding (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding. If the New Notes will be
registered in more than one name or will not be in the name of the actual owner,
consult the instructions on Internal Revenue Service Form W-9, which may be
obtained from the Exchange Agent, for information on which TIN to report.

     Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.

     The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.

     9.   Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Outstanding Notes will be determined by the Company in its sole discretion,
which determination will be final and binding. The Company reserves the absolute
right to reject any and all Outstanding Notes not properly tendered or any
Outstanding Notes the Company's acceptance of which would, in the opinion of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any conditions of the Exchange Offer or defects or irregularities
of tenders as to particular Outstanding Notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Company shall
determine. Each tendering holder, by execution of a Letter of Transmittal (or a
manually signed facsimile thereof), waives any right to receive any notice of
the acceptance of such tender. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Outstanding Notes nor shall any of
them incur any liability for failure to give such notification. Tenders of
Outstanding Notes will not be deemed made until such defects or irregularities
have been cured or waived. Any outstanding notes received by the Exchange Agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned to the tendering holder, unless
otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.

     10.  Waiver of Conditions. The Company reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the Prospectus.

     11.  No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Outstanding Notes on transmittal of this Letter of
Transmittal will be accepted.

     12.  Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any holder
whose Outstanding Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.

     13.  Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this Letter of Transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.

     14.  Acceptance of Tendered Outstanding Notes and Issuance of New Notes;
Return of Outstanding Notes. Subject to the terms and conditions of the Exchange
Offer, the Company will accept for

<PAGE>

exchange all validly tendered Outstanding Notes as soon as practicable after the
Expiration Date and will issue New Notes therefor as soon as practicable
thereafter. For purposes of the Exchange Offer, the Company shall be deemed to
have accepted tendered Outstanding Notes when the Company has given written or
oral notice thereof to the Exchange Agent and complied with the applicable
provisions of the Registration Rights Agreement. If any tendered Outstanding
Notes are not exchanged pursuant to the Exchange Offer for any reason, such
unexchanged Outstanding Notes will be returned, without expense, to the
undersigned at the address shown above (or credited to the undersigned's account
at the DTC designated above) or at a different address as may be indicated under
the box entitled "Special Delivery Instructions."

     15.  Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer-- Withdrawal of Tenders." Any permitted withdrawal of Outstanding Notes
may not be rescinded. Any Outstanding Notes properly withdrawn will thereafter
be deemed not validly tendered for purposes of the Exchange Offer.

IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof
(together with the Outstanding Notes delivered by book-entry transfer or in
original hard copy form) must be received by the Exchange Agent, or the Notice
of Guaranteed Delivery must be received by the Exchange Agent, prior to the
Expiration Date.


<PAGE>


<TABLE>
- -------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                 <C>
                                                                                      ______________________________

                                                                                        Social Security Number

          Substitute           Part 1 -- Please Provide Your TIN in the Box at
           Form W-9            Right and Certify by Signing and Dating Below       or


                                                                                      ______________________________
                                                                                      Employer Identification Number

- -------------------------------------------------------------------------------------------------------------------------

                               Part 2 -- Certification -- Under Penalties of       Part 3 --
                               Perjury, I certify that:

                               ------------------------------------------------------------------------------------------

                               (1)  The number shown on this form is my            Awaiting Tin [_]
                                    correct Taxpayer Identification Number
                                    (or I have checked the box in part 3 and
                                    executed the certificate of awaiting
                                    taxpayer identification number below) and

____________________________   (2)  I am not subject to back withholding           Please Complete the Certificate of
Name                                either because I have not been notified by     Awaiting Taxpayer Identification
                                    the Internal Revenue Service ("IRS") that      Number below.
____________________________        I am subject to backup withholding as a
Address (Number and Street)         result of failure to report all interest
                                    or Dividends, or the IRS has notified me
____________________________        that I am no longer subject to backup
City, State and Zip Code            withholding.

                               ------------------------------------------------------------------------------------------

 Department of the Treasury
  Internal Revenue Service

 Payor's Request for Taxpayer  Certificate Instructions -- You Must Cross out item (2) in part 2 above if you have been
 Identification Number (Tin)   notified by the IRS that you are subject to backup withholding because of underreporting
                               interest or dividends on your tax return. However, if after being notified by the IRS
                               that you are subject to backup withholding you received another notification from the
                               IRS stating that you are no longer subject to backup withholding, do not cross out
                               item (2).


                               SIGNATURE_____________________________________  DATE _________________________ , 2003

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

     NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
           WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE
           NEW NOTES.

     YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
           THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9

<PAGE>


             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER
HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN
APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE
INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B)
I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND
THAT, WITH CERTAIN LIMITED EXCEPTIONS FOR PAYMENTS MADE WITHIN 60 DAYS HEREOF,
30% OF ALL REPORTABLE PAYMENTS MADE TO ME BEFORE I PROVIDE A NUMBER WILL BE
WITHHELD.

____________________________________        ______________________________, 2003
SIGNATURE                                   Date

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>dex992.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                          NOTICE OF GUARANTEED DELIVERY
                                       for
                            Tender of all outstanding
                          7.125% Senior Notes due 2009
                                 in exchange for
                          7.125% Senior Notes due 2009


     This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer of NCR Corporation, a Maryland corporation (the
"Company"), and to tender 7.125% Senior Notes due 2009 (the "Outstanding Notes")
to the Exchange Agent pursuant to the guaranteed delivery procedures described
in "The Exchange Offer - Guaranteed Delivery Procedures" of the Company's
Prospectus, dated April 10, 2003 (the "Prospectus") and in Instruction
2 to the related letter of transmittal (the "Letter of Transmittal"). Any holder
who wishes to tender Outstanding Notes pursuant to such guaranteed delivery
procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date (as defined below) of the
Exchange Offer. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.



- --------------------------------------------------------------------------------


     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
May 14, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES
TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.

- --------------------------------------------------------------------------------


                  The Exchange Agent for the Exchange Offer is:


                              The Bank of New York

   By Hand or by Courier:                  By Mail (registered or certified
                                           mail recommended) or
                                           by Overnight Delivery:

   The Bank of New York                      The Bank of New York
 Corporate Trust Operations                Corporate Trust Operations
    Reorganization Unit                       Reorganization Unit
101 Barclay Street - Lobby Window           101 Barclay Street - 7E
    New York, NY 10286                        New York, NY 10286
 Attn: Mr. Bernard Arsenec                 Attn: Mr. Bernard Arsenec

          By Facsimile (for eligible institutions only): (212)298-1915
                To Confirm Receipt by Telephone: (212) 815-5098


     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

     This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space in the box provided on
the Letter of Transmittal for guarantee of signatures.

<PAGE>

Ladies and Gentlemen:

     The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Outstanding Notes set forth below pursuant to the guaranteed delivery procedures
set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.

     The undersigned understands that tenders of the Outstanding Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned also understands that tenders of the Outstanding Notes
pursuant to the Exchange Offer may be withdrawn at any time prior to the
Expiration Date. For a withdrawal of a tender of notes to be effective, it must
be made in accordance with the procedures set forth in the prospectus under "The
Exchange Offer - Withdrawal of Tenders."

     The undersigned understands that the exchange of any New Notes for
Outstanding Notes will be made only after timely receipt by the exchange agent
of (i) the certificates of the tendered notes, in proper form for transfer (or a
book-entry confirmation of the transfer of such notes into the exchange agent's
account at The Depository Trust Company (DTC)), and (ii) a Letter of Transmittal
(or a manually signed facsimile thereof) properly completed and duly executed
with any required signature guarantees, together with any other documents
required by the Letter of Transmittal (or a properly transmitted agent's
message), within three New York Stock Exchange trading days after the Expiration
Date.

     All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned.

     The undersigned hereby tenders the Outstanding Notes listed below:

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
Certificate Number(s) (if known) of Outstanding    Aggregate Principal Amount    Aggregate Principal Amount
Notes                                                     Represented                     Tendered
[or Account Number at the DTC]
- ------------------------------------------------------------------------------------------------------------
<S>                                                <C>                           <C>





- ------------------------------------------------------------------------------------------------------------
                                                 PLEASE SIGN AND COMPLETE

Names of Record Holder(s): ___________________________            Signature(s): __________________________
Address: _____________________________________________            ________________________________________

______________________________________________________            Dated: ___________________________, 2003
Area Code and Telephone Number(s): ___________________
______________________________________________________

- ------------------------------------------------------------------------------------------------------------

</TABLE>

     This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Outstanding Notes or on a security
position listing as the owner of Outstanding Notes, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.

<PAGE>

                      Please print name(s) and address(es)

Name(s):

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Capacity:

________________________________________________________________________________

Address(es):

________________________________________________________________________________

________________________________________________________________________________

<PAGE>

                                    GUARANTEE
                    (Not to be used for signature guarantee)

     The undersigned, a firm which is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof) or agent's message in lieu thereof, together with the
Outstanding Notes tendered hereby in proper form for transfer (or confirmation
of the book-entry transfer of such Outstanding Notes into the Exchange Agent's
account at the DTC described in the Prospectus under the caption "The Exchange
Offer - Guaranteed Delivery Procedures" and in the Letter of Transmittal) and
any other required documents, all by 5:00 p.m., New York City time, within three
New York Stock Exchange trading days after the Expiration Date.

Name of Firm:__________________________   ______________________________________
                                                  (AUTHORIZED SIGNATURE)
Address:____________________________________
               (INCLUDE ZIP CODE)             Name:_____________________________
Area Code and Tel. Number:                    Title:____________________________
____________________________________________          (PLEASE TYPE OR PRINT)

                                              Date:_______________________, 2003

     DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF
OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS.

<PAGE>

                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

       1.  Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.

       2.  Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Outstanding
Notes referred to herein, the signature(s) must correspond with the name(s)
written on the face of the Outstanding Notes without alteration, enlargement, or
any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
participant of the DTC whose name appears on a security position listing as the
owner of the Outstanding Notes, the signature must correspond with the name
shown on the security position listing as the owner of the Outstanding Notes.

       If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Outstanding Notes listed or a participant of the
DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond
powers, signed as the name of the registered holder(s) appears on the
Outstanding Notes [or signed as the name of the participant shown on the DTC's
security position listing.

       If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Exchange Agent of such person's authority to so act.

       3.  Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>7
<FILENAME>dex993.txt
<DESCRIPTION>FORM OF LETTER TO THE DEPOSITORY TRUST COMPANY PARTICIPANTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

                                 NCR CORPORATION

                                    LETTER TO
                      DEPOSITORY TRUST COMPANY PARTICIPANTS
                                       for
             Tender of all Outstanding 7.125% Senior Notes due 2009
                                 in Exchange for
                          7.125% Senior Notes due 2009
- --------------------------------------------------------------------------------

       THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
             May 14, 2003. UNLESS EXTENDED (THE "EXPIRATION DATE").

- --------------------------------------------------------------------------------
        Outstanding Notes tendered in the Exchange Offer may be withdrawn
           at any time prior to 5:00 P.M., New York City time, on the
                                Expiration Date.

To Depository Trust Company Participants:

     We are enclosing herewith the material listed below relating to the offer
by NCR Corporation, a Maryland corporation (the "Company"), to exchange its
7.125% Senior Notes due 2009 (the "New Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 7.125% Senior Notes due 2009 (the
"Outstanding Notes"), upon the terms and subject to the conditions set forth in
the Company's Prospectus, dated April 10, 2003, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

          1.   Prospectus dated April 10, 2003;

          2.   Letter of Transmittal (together with accompanying Substitute Form
               W-9 Guidelines);

          3.   Notice of Guaranteed Delivery; and

          4.   Letter that may be sent to your clients for whose account you
               hold Outstanding Notes in your name or in the name of your
               nominee, with space provided for obtaining such client's
               instruction with regard to the Exchange Offer.

     We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.

     The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.

     Pursuant to the Letter of Transmittal, each holder of Outstanding Notes
will represent to the Company that (i) the New Notes acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of business of the
person receiving such New Notes, whether or not the undersigned, (ii) neither
the undersigned nor any such other person is engaging in or intends to engage in
a distribution of the New Notes, (iii) neither the undersigned nor any such
other person has an arrangement or understanding with any person to participate
in the distribution within the

<PAGE>

meaning of the Securities Act of such New Notes, (iv) if the undersigned is not
a broker-dealer, or is a broker-dealer but will not receive New Notes for its
own account in exchange for Outstanding Notes, neither the undersigned nor any
such other person is engaged in or intends to participate in the distribution of
such New Notes and (v) neither the undersigned nor any such other person is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act or, if the undersigned is an "affiliate," that the undersigned will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable. If the undersigned is a broker-dealer (whether or not
it is also an "affiliate") that will receive New Notes for its own account in
exchange for Outstanding Notes, it represents that such Outstanding Notes were
acquired as a result of market-making activities or other trading activities,
and it acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes, the undersigned is not deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

     The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Outstanding Notes for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Outstanding Notes to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
undersigned.

                                             Very truly yours,
                                                                 NCR CORPORATION

     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF NCR CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>8
<FILENAME>dex994.txt
<DESCRIPTION>FORM OF LETTER TO CLIENTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.4

                                 NCR CORPORATION
                                LETTER TO CLIENTS
                                       for
                            Tender of all Outstanding
                      7.125% Series A Senior Notes due 2009
                                 in Exchange for
                      7.125% Series B Senior Notes due 2009
- --------------------------------------------------------------------------------

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON May 14, 2003
     UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED IN THE
     EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
     CITY TIME, ON THE EXPIRATION DATE.

- --------------------------------------------------------------------------------

To Our Clients:

   We are enclosing herewith a Prospectus, dated April 10, 2003, of NCR
Corporation, a Maryland corporation (the "Company"), and a related Letter of
Transmittal, which together constitute (the "Exchange Offer") relating to the
offer by the Company, to exchange its 7.125% Senior Notes due 2009 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued and
outstanding 7.125% Senior Notes due 2009 (the "Outstanding Notes"), upon the
terms and subject to the conditions set forth in the Exchange Offer.

   The Exchange Offer is not conditioned upon any minimum number of Outstanding
Notes being tendered.

   We are the holder of record of Outstanding Notes held by us for your own
account. A tender of such Outstanding Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Outstanding
Notes held by us for your account.

   We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We urge you to read carefully the prospectus
and the Letter of Transmittal and other material provided herewith before
instructing us to tender your outstanding notes. We also request that you
confirm that we may on your behalf make the representations contained in the
Letter of Transmittal.

   Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will
represent to the Company that (i) the New Notes acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of business of the
undersigned, (ii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
within the meaning of the Securities Act of such New Notes, (iii) if the
undersigned is not a broker-dealer, or is a broker-dealer but will not receive
New Notes for its own account in exchange for Outstanding Notes, neither the
undersigned nor any such other person is engaged in or intends to participate in
the distribution of such New Notes and (iv) neither the undersigned nor any such
other person is an "affiliate" of the Company within the meaning of Rule 405
under the

<PAGE>

Securities Act or, if the undersigned is an "affiliate," that the undersigned
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. If the undersigned is a broker-dealer
(whether or not it is also an "affiliate") that will receive New Notes for its
own account in exchange for Outstanding Notes, it represents that such
Outstanding Notes were acquired as a result of market-making activities or other
trading activities, and it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such New Notes, the undersigned is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                              Very truly yours,


<PAGE>

     Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf prior to the Expiration
Date.

                                 INSTRUCTION TO
                         BOOK ENTRY TRANSFER PARTICIPANT

To Participant of the DTC:

   The undersigned hereby acknowledges receipt of the Prospectus dated April 10,
2003 (the "Prospectus") of NCR Corporation, a Maryland corporation (the
"Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange its 7.125% Senior Notes due 2009 (the "New Notes"), for all
of its outstanding 7.125% Senior Notes due 2009 (the "Outstanding Notes").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus or the Letter of Transmittal.

   This will instruct you, the DTC participant, as to the action to be taken by
you relating to the Exchange Offer with respect to the Outstanding Notes held by
you for the account of the undersigned.

   The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):

   $__________________ of the 7.125% Senior Notes due 2009.

     With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):

     [_]  To TENDER the following amount of Outstanding Notes held by you for
the account of the undersigned (INSERT PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO
BE TENDERED) (IF ANY): $_____________________.

     [_]  NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.

   If the undersigned instructs you to tender the Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned by, its signature below,
hereby makes to you), the representations contained in the Letter of Transmittal
that are to be made with respect to the undersigned as a beneficial owner,
including, but not limited to, the representations, that (i) the New Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the undersigned, (ii) neither the undersigned nor any such
other person has an arrangement or understanding with any person to participate
in the distribution within the meaning of the Securities Act of 1933, as amended
(the "Securities Act") of such New Notes, (iii) if the undersigned is not a
broker-dealer, or is a broker-dealer but will not receive New Notes for its own
account in exchange for Outstanding Notes, neither the undersigned nor any such
other person is engaged in or intends to participate in the distribution of such
New Notes and (iv) neither the undersigned nor any such other person is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act or, if the undersigned is an "affiliate," that the undersigned will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable. If the

<PAGE>

undersigned is a broker-dealer (whether or not it is also an "affiliate") that
will receive New Notes for its own account in exchange for Outstanding Notes, it
represents that such Outstanding Notes were acquired as a result of
market-making activities or other trading activities, and it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, the undersigned
is not deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

                                    SIGN HERE

Name of beneficial owner(s):____________________________________________________

Signature(s):___________________________________________________________________

Name(s) (please print):_________________________________________________________

Address:________________________________________________________________________

Telephone Number:_______________________________________________________________

Taxpayer Identification or Social Security Number:______________________________

Date:___________________________________________________________________________


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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